LISTING PROSPECTUS 13.9.2013
OUTOTEC OYJ
Listing of EUR 150,000,000 Senior Unsecured Notes Due 16 September 2020
The notes are represented by units in denominations of EUR 1,000
Outotec Oyj (the “Company”, Outotec or the “Issuer”) resolved on 5 September 2013 to issue
senior unsecured notes with a principal amount of EUR 150,000,000 (the “Notes”) based on the
authorization given by the Company’s Board of Directors on 23 August 2013. The Notes were
offered for subscription in a minimum amount of EUR 100,000 through a book-building procedure
that was carried out on 5 September 2013 (the “Offering”). The result of the Offering was
announced on 5 September 2013 and the Notes were allocated mainly to certain institutional
investors. The Notes bear interest at the rate of 3.75 per cent per annum. The maturity of the Notes
is on 16 September 2020, unless the Issuer has prepaid the Notes in accordance with the terms and
conditions of the Notes.
The Company will apply for the listing of the Notes on NASDAQ OMX Helsinki Ltd. (the
“Helsinki Stock Exchange”). Public trading in the Notes is expected to commence on or about 19
September 2013 under the trading code “OTEJ037520”.
This listing prospectus (the “Prospectus”) contains information on the Offering and the Notes. The
Prospectus has been prepared solely for the purpose of admission to listing of the Notes on the
Helsinki Stock Exchange (the “Listing”) and does not constitute any offering of the Notes.
Neither the Issuer nor the Notes are currently rated by any rating agency.
An investment in the Notes involves certain risks; see “Risk Factors” in the Prospectus.
Neither the Issuer nor the Arrangers (as defined below) have taken any action, nor will they take
any action, to offer the Notes or distribute this Prospectus or any other documents relating to the
Notes to the public in Finland or in any other jurisdiction than Finland in any form which would
constitute a public offer of the Notes.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”) and the Notes may not be offered or sold, directly or indirectly,
within the United States or to, or for the account or benefit of any U.S. person (as such terms are
defined in Regulation S under the Securities Act).
Arrangers
2
CERTAIN INFORMATION
This Prospectus has been prepared in accordance with the following regulations: the Finnish Securities Market Act
(14.12.2012/746, as amended) (the Finnish Securities Market Act”), the decree issued by the Finnish Ministry of Finance on
Listing Particulars under Chapters 3 through 5 of the Finnish Securities Market Act (20.12.2012/1019, as amended),
Commission Regulation (EC) No 809/2004 issued on 29 April 2004, as amended (annexes IV, V and XXII), implementing
Directive 2003/71/EC of the European Parliament and of the Council and the amendments thereto (the “Prospectus Directive”)
concerning information contained in prospectuses as well as the format, incorporation by reference and publication of such
prospectuses and dissemination of advertisements, and the regulations and guidelines issued by the Finnish Financial
Supervisory Authority (the FIN-FSA”). The FIN-FSA has approved this Prospectus but is not liable for the correctness of the
information presented herein. The journal number of the FIN-FSA’s decision of approval is FIVA 76/02.05.04/2013.
In this Prospectus, any reference to the Company”, Outotecor Outotec group” means Outotec Oyj and its subsidiaries on a
consolidated basis, except where it is clear from the context that the term means Outotec Oyj or a particular subsidiary, and
except that references and matters relating to the shares and share capital of the Company or matters of corporate governance
shall refer to the shares, share capital and corporate governance of Outotec Oyj.
This Prospectus should be read in conjunction with all documents which are deemed to be incorporated herein by reference. This
Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. See
Information Incorporated by Reference”.
Nordea Bank Finland Plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (each an Arranger” and jointly, the
Arrangers”) are acting exclusively for Outotec as Arrangers of the Listing and will not be responsible to anyone other than
Outotec for providing the protections afforded to their respective clients nor giving investment or other advice in relation to the
Notes.
Prospective investors should rely solely on the information contained in the Prospectus. Neither Outotec nor the Arrangers have
authorised anyone to provide any information or give any statements other than those provided in the Prospectus. Each Arranger
assumes no responsibility for the accuracy or completeness of the information and, accordingly, disclaims to the fullest extent
permitted by applicable law, any and all liability whether arising in tort, contract or otherwise, which it might otherwise be found
to have in respect of this Prospectus or any such statement.
Delivery of the Prospectus shall not, under any circumstances, indicate that the information presented in the Prospectus is correct
on any day other than the date of the Prospectus, or that there would not be any changes in the business of Outotec after the date
of the Prospectus. However, if a fault or omission is discovered in the Prospectus before the admission of the Notes for listing on
the Helsinki Stock Exchange and such fault or omission may be of material importance to investors, the Prospectus shall be
supplemented in accordance with the Finnish Securities Market Act. Information given in the Prospectus is not a guarantee or
grant for future events by Outotec and shall not be considered as such. Unless otherwise stated, any estimates with respect to
market development relating to Outotec or its industry are based upon the reasonable estimates of the Company’s management.
In making an investment decision, each investor must rely on their examination, analysis and enquiry of Outotec and the terms
of the Notes, including the risks and merits involved. Neither Outotec, nor the Arrangers nor any of their respective affiliated
parties or representatives, is making any representation to any offeree or subscriber of the Notes regarding the legality of the
investment by such person. Investors are required to make their independent assessment of the legal, tax, business, financial and
other consequences of an investment in the Notes.
The distribution of the Prospectus and the offer and sale of the Notes in certain jurisdictions may be restricted by law. Persons
into whose possession the Prospectus comes are required by Outotec and the Arrangers to inform themselves about and to
observe any such restrictions. This Prospectus may not be distributed in the United States, Australia, Canada, Hong Kong, Japan
or Singapore or such other countries or otherwise in such circumstances in which the offering of the Notes would be unlawful or
require measures other than those required under the Finnish laws. This Prospectus does not constitute an offer of, or an
invitation to purchase, the Notes in any jurisdiction in which such offer or invitation would be unlawful. No offer is being made
hereby to persons whose participation in the Offering requires any additional prospectus or registration. None of the Company,
the Arrangers or any of their respective affiliates or representatives accepts any legal responsibility for any such violations by
any person or entity, whether or not a prospective purchaser of Notes, and whether or not the person or entity is aware of such
restrictions.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and
the Notes may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of any
U.S. person (as such terms are defined in Regulation S under the Securities Act).
This Prospectus has been prepared solely for the purpose of listing of the Notes on the Helsinki Stock Exchange. It does not
constitute an offer of securities for sale, or a solicitation of an offer to buy any securities, anywhere in the world.
This Prospectus has been prepared in English only. However, the summary of this Prospectus has been translated into Finnish.
The Offering and the Notes are governed by Finnish law. Any dispute arising in relation to the Offering or the Notes shall be
settled exclusively by Finnish courts in accordance with Finnish law.
3
TABLE OF CONTENTS
CERTAIN INFORMATION ................................................................................................................. 2
TIIVISTELMÄ ....................................................................................................................................... 5
SUMMARY .......................................................................................................................................... 20
RISK FACTORS .................................................................................................................................. 34
RISKS RELATED TO THE ISSUERS BUSINESS ENVIRONMENT .............................................................. 34
RISKS RELATED TO THE ISSUERS BUSINESS ...................................................................................... 37
FINANCIAL RISKS ................................................................................................................................ 42
RISKS RELATED TO THE NOTES .......................................................................................................... 44
RESPONSIBILITY FOR THE PROSPECTUS ................................................................................ 48
STATEMENT REGARDING THE PROSPECTUS ........................................................................ 48
INFORMATION DERIVED FROM THIRD PARTY SOURCES ................................................. 48
MARKET INFORMATION ............................................................................................................... 48
AVAILABILITY OF THE PROSPECTUS ....................................................................................... 48
FORWARD-LOOKING STATEMENTS .......................................................................................... 48
NO CREDIT RATING ........................................................................................................................ 49
NO INCORPORATION OF WEBSITE INFORMATION ............................................................. 49
OTHER INFORMATION ................................................................................................................... 49
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA (OTHER THAN
FINLAND) ............................................................................................................................. 49
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM ............................... 50
TERMS AND CONDITIONS OF THE NOTES ............................................................................... 51
ADDITIONAL INFORMATION ON THE ISSUE OF THE NOTES ............................................ 59
INFORMATION ABOUT THE ISSUER .......................................................................................... 60
GENERAL ............................................................................................................................................ 60
HISTORY ............................................................................................................................................. 60
GROUP STRUCTURE ............................................................................................................................ 60
STRATEGIC DIRECTION ....................................................................................................................... 61
RECENT EVENTS ................................................................................................................................. 61
OUTOTECS OPERATING SEGMENTS.................................................................................................... 62
INVESTMENTS ..................................................................................................................................... 63
LEGAL PROCEEDINGS ......................................................................................................................... 63
MATERIAL AGREEMENTS OUTSIDE THE ORDINARY COURSE OF BUSINESS ......................................... 64
SELECTED CONSOLIDATED FINANCIAL INFORMATION ................................................... 65
FINANCIAL INFORMATION AND PROSPECTS ........................................................................ 70
HISTORICAL FINANCIAL INFORMATION .............................................................................................. 70
NO SIGNIFICANT CHANGES IN FINANCIAL OR TRADING POSITION ...................................................... 70
TREND INFORMATION AND PROSPECTS .............................................................................................. 70
BOARD OF DIRECTORS, MANAGEMENT AND AUDITORS .................................................. 72
GENERAL ............................................................................................................................................ 72
BOARD OF DIRECTORS ....................................................................................................................... 72
BOARD COMMITTEES AND NOMINATION BOARD .............................................................................. 74
CEO AND EXECUTIVE BOARD ............................................................................................................ 74
CORPORATE GOVERNANCE ................................................................................................................. 78
4
BUSINESS ADDRESS ............................................................................................................................ 78
ABSENCE OF CONFLICTS OF INTEREST ................................................................................................ 78
AUDITORS ........................................................................................................................................... 78
SHARE CAPITAL AND OWNERSHIP STRUCTURE .................................................................. 80
FINNISH TAXATION ......................................................................................................................... 81
NON-RESIDENT HOLDERS OF NOTES ................................................................................................. 81
RESIDENT HOLDERS OF NOTES .......................................................................................................... 81
TRANSFER TAXATION ........................................................................................................................ 81
INFORMATION INCORPORATED BY REFERENCE ................................................................ 82
DOCUMENTS ON DISPLAY AND AVAILABLE INFORMATION ........................................... 82
LEGAL MATTERS ............................................................................................................................. 82
5
TIIVISTELMÄ
Tiivistelmät laaditaan tiedonantovelvollisuuksien mukaisesti ”Osatekijöittäin”. Nämä Osatekijät on
numeroitu jaksoiksi A E (A.1 E.7).
Tämä tiivistelmä sisältää kaikki ne Osatekijät, jotka on sisällytettävä llaisia arvopapereita ja tällaista
liikkeeseenlaskijaa varten laadittuun tiivistelmään. Koska kaikkien Osatekijöiden käsittelyä ei vaadita,
Osatekijöiden numeroinnissa voi olla aukkoja.
Vaikka Osatekijä olisikin sisällytettävä tiivistelmään arvopapereiden tai liikkeeseenlaskijan tyypin vuoksi, on
mahdollista, että Osatekijän osalta ei ole annettavissa mitään relevanttia tietoa. Tällaisessa tapauksessa
tiivistelmään on sisällytetty Osatekijästä lyhyt kuvaus sekä maininta ”ei sovelleta”.
Jakso A Johdanto ja varoitukset
A.1
Varoitus
Tätä tiivistelmää tulee pitää Esitteen johdantona. Sijoittajan tulee perustaa
Velkakirjoja koskeva sijoituspäätöksensä Esitteessä esitettyihin tietoihin
kokonaisuutena.
Jos tuomioistuimessa pannaan vireille Esitteeseen sisältyviä tietoja koskeva
kanne, kantajana toimiva sijoittaja voi sovellettavan lainsäädännön mukaan
joutua ennen oikeudenkäynnin vireillepanoa vastaamaan Esitteen
käännöskustannuksista. Outotec vastaa siviilioikeudellisesti tästä
tiivistelmästä ja sen käännöksestä vain, jos tiivistelmä on harhaanjohtava,
epätarkka tai epäjohdonmukainen suhteessa Esitteen muihin osiin tai jos
tiivistelmässä ei anneta yhdessä Esitteen muiden osien kanssa keskeisiä
tietoja sijoittajien auttamiseksi, kun he harkitsevat sijoittamista näihin
Velkakirjoihin.
A.2
Suostumus
arvopapereiden
edelleenmyyntiin
ja lopulliseen
sijoittamiseen/
tarjousaika/
suostumuksen
ehdot
Ei sovellu.
Jakso B Liikkeeseenlaskija
B.1
Virallinen nimi
ja muu liike-
toiminnassa
käytetty
toiminimi
B.2
Asuinpaikka/
oikeudellinen
muoto/
sovellettava
laki/
liikkeeseen-
laskijan
perustamis-
maa
6
B.4b
Merkittävim-
mät
mahdolliset
tiedossa olevat
suuntaukset
B.5
Konserni
7
B.9
Tulosennuste
ja -arvio
B.10
Tilintarkastus
kertomuksessa
esitetyt
muistutukset
B.12
Ei merkittäviä
kielteisiä
muutoksia eikä
merkittäviä
muutoksia
Keskeiset
taloudelliset
tiedot
8
KONSERNIN
2012
(1)
2011
2013
2012
(1)
TULOSLASKELMA,
(tilintar
kastama
ton)
(tilintar
kastettu)
(tilin
tarkasta
maton)
(tilintar
kastama
ton)
milj. euro
1 tammikuu 31
joulukuu
1 tammikuu 30
kesäkuu
Liikevaihto
2.087,4
1.385,6
1.014.3
934,8
Hankinnan ja valmistuksen
kulut
-1.653,9
-1.053,1
-811,6
-739,9
Bruttokate
433,6
332,5
202,7
194,9
Muut tuotot
9,3
3,9
4,3
0,2
Myynnin ja markkinoinnin
kulut
-103,1
-86,4
-51,6
-49,8
Hallinnon kulut
-110,0
-97,7
-59,4
-53,2
Tutkimus- ja kehitystoiminnan
kulut
-41,6
-33,5
-23,9
-18,8
Muut kulut
-3,6
-6,7
-0,5
-4,9
Osuus osakkuusyhtiöiden
tuloksesta
-0,3
-0,0
-0,1
-0,1
Liikevoitto
184,3
111,9
71,5
68,4
Rahoitustuotot ja -kulut
Korkotuotot ja kulut
5,1
6,0
1,4
3,1
Markkinahintoihin liittyvät
voitot ja tappiot
-2,6
-0,3
-2,6
-0,4
Muut rahoitustuotot ja -kulut
-7,0
-4,4
-2,5
-3,2
Rahoitustuotot ja -kulut
-4,6
1,4
-3,8
-0,5
Voitto ennen veroja
179,7
113,3
67,7
67,9
Tuloverot
-51,9
-34,0
-19,6
-20,5
Tilikauden voitto
127,8
79,3
48,2
47,3
Muut laajan tuloksen erät
Ulkomaisen yksikön
tilinpäätöksen
muuntamisesta johtuvat
voitot ja tappiot
-0,6
-3,9
-11,7
4,7
Kauden aikana kirjatut
voitot ja tappiot rahavirran
suojauksista
9,4
-4,3
-3,6
-0,7
Etuuspohjaisten työsuhde-
etuuksien
vakuutusmatemaattiset
tappiot
-8,1
N/A
-0,1
-4,1
9
Myytävissä olevista
sijoituksista
-0,1
-0,2
-0,1
-0,1
Muihin laajan tuloksen
eriin liittyvät verot
1,9
1,3
-0,2
1,4
Muut laajan tuloksen erät
verojen jälkeen
2,5
-7,2
-15,7
1,3
Tilikauden laaja tulos
130,2
72,1
32,4
48,6
Tilikauden voiton jakautuminen
emoyhtiön omistajille
127,8
79,3
48,2
47,3
Tilikauden laajan tuloksen
jakautuminen emoyhtiön
omistajille
130,2
72,1
32,4
48,6
KONSERNIN
2012
(1)
2011
2013
2012
(1)
LYHENNETTY TASE,
(tilintar
kastama
ton)
(tilintar
kastettu)
(tilin
tarkasta
maton)
(tilintar
kastama
ton)
milj. euro
31 joulukuu
30 kesäkuu
VARAT
Pitkäaikaiset varat
Aineettomat hyödykkeet
335,0
286,8
333,8
305,1
Aineelliset
käyttöomaisuushyödykkeet
75,3
62,5
76,6
67,5
Laskennalliset verosaamiset
57,1
47,3
56,4
53,1
Sijoitukset ja saamiset
Korolliset
3,8
2,4
4,0
2,4
Korottomat
2,4
2,5
2,1
1,9
Pitkäaikaiset varat yhteensä
473,6
401,5
473,0
430,0
Lyhytaikaiset varat
Vaihto-omaisuus
180,8
148,6
169,9
197,8
Lyhytaikaiset varat
Korolliset
0,2
0,7
0,2
1,6
Korottomat
619,7
468,1
584,5
510,1
Rahavarat
358,6
402,5
293,7
393,7
Lyhytaikaiset varat yhteensä
1.159,3
1.019,9
1.048,3
1.103,2
VARAT YHTEENSÄ
1.632,9
1.421,4
1.521,3
1.533,1
OMA PÄÄOMA JA VELAT
Emoyhtiön omistajille kuuluva
oma pääoma
471,5
398,4
452,9
407,8
Määräysvallattomien
omistajien osuus
1,2
1,1
-
1,2
10
Oma pääoma yhteensä
472,7
399,5
452,9
409,0
Pitkäaikaiset velat
Korolliset
74,3
47,6
67,7
41,9
Korottomat
118,3
107,0
122,0
107,1
Pitkäaikaiset velat yhteen
192,6
154,6
189,7
149,0
Lyhytaikaiset velat
Korolliset
23,6
18,9
37,8
21,2
Korottomat
Saadut ennakkomaksut
358,8
399,0
331,1
465,2
Muut korottomat
lyhytaikaiset velat
585,1
449,4
509,8
488,8
Lyhytaikaiset velat yhteensä
967,6
867,3
878,7
975,1
Velat yhteensä
1.160,2
1.021,9
1.068,4
1.124,1
OMA PÄÄOMA JA VELAT
YHTEENSÄ
1.632,9
1.421,4
1.521,3
1.533,1
LYHENNETTY
RAHAVIRTA-
LASKELMA,
2012
(1)
2011
2013
2012
(1)
milj. eur
(tilintar
kastama
ton)
(tilintar
kastettu)
(tilintar
kastama
ton)
(tilintar
kastama
ton)
1.131.12
1.130.6
Liiketoiminnan rahavirrat
Tilikauden voitto
127,8
79,3
48,2
47,3
Oikaisut
Poistot
31,4
19,4
17,6
14,8
Muut oikaisut
64,4
28,6
13,0
18,9
Käyttöpääoman muutos
-93,0
134,4
-32,2
1,3
Saadut korot
7,4
8,0
2,7
4,0
Maksetut korot
-2,4
-2,0
-1,0
-1,1
Maksetut verot
-58,4
-20,8
-26,7
-18,3
Liiketoiminnan
nettorahavirta
77,1
247,0
21,6
66,9
Investoinnit
-47,5
-34,4
-17,9
-21,1
Tytäryhtiöiden ja
liiketoimintojen hankinta
vähennettynä hankintahetken
rahavaroilla
-34,6
-34,5
-12,2
-11,6
Osakkuusyhtiöosakkeiden
hankinta
-
-0,1
-
-
Tuotot tytäryhtiöiden
-
0,0
-
-
11
myynnistä
Aineellisen omaisuuden
myynti
0,9
1,4
0,2
0,1
Muu investointien rahavirta
-2,5
-0,1
-0,4
-0,1
Investointien nettorahavirta
-83,8
-67,7
-30,3
-32,6
Rahavirta ennen rahoitusta
-6,6
179,3
-8,7
34,3
Pitkäaikaisten lainojen
takaisinmaksut
-8,7
-11,5
-6,7
-4,5
Pitkäaikaisten lainojen nostot
40,0
-
-
-
Lyhytaikaisten lainojen
vähennys
-9,2
-4,9
-0,6
-1,4
Lyhytaikaisten lainojen lisäys
3,0
0,0
15,9
0,6
Omien osakkeiden osto
-19,3
-
-
-
Lähipiirin nettosijoitus
Outotec Oyj:n osakkeisiin
(2)
-0,2
-0,2
-
-0,2
Maksetut osingot
-38,9
-34,3
-54,9
-38,9
Muu rahoituksen rahavirta
-0,0
0,4
-0,6
-0,5
Rahoituksen nettorahavirta
-33,2
-50,6
-46,9
-44,9
Rahavarojen nettomuutos
-39,9
128,8
-55,7
-10,6
Rahavarat tilikauden alussa
402,5
280,3
358,6
402,5
Valuuttakurssien muutosten
vaikutus
-4,0
-6,6
-9,3
1,8
Rahavarojen nettomuutos
-39,9
128,8
-55,7
-10,6
Rahavarat tilikauden
lopussa
358,6
402,5
293,7
393,7
KONSERNIN
TUNNUSLUVUT
2012
(1)
2011
2013
2012
(1)
(tilintarkasta
maton)
(tilintar
kastettu)
(tilintar
kastama
ton)
(tilintar
kastama
ton)
1 tammikuu 31
joulukuu
1 tammikuu 30
kesäkuu
Toiminnan laajuus
Liikevaihto, milj. euro
2.087,4
1.385,6
1.014,3
934,8
Käyttöomaisuusinvestoin
nit, milj. euro
76,2
98,3
27,7
34,0
% liikevaihdosta
3,7
7,1
2,7
3,6
Tutkimus- ja
kehitystoiminnan kulut,
milj. euro
41,6
33,5
23,9
18,8
% liikevaihdosta
2,0
2,4
2,4
2,0
Tilauskanta kauden
lopussa, milj. euro
1.947,1
1.985,1
1.761,3
2.218,4
Tilauskertymä, milj. euro
2.084,4
2.005,4
856,7
1.160,8
12
Kannattavuus
Liikevoitto, milj. euro
184,3
111,9
71,5
68,4
Liikevoitto, %
8,8
8,1
7,1
7,3
Voitto ennen veroja, milj.
euro
179,7
113,3
67,7
67,9
Voitto ennen
veroja, %
liikevaihdosta
8,6
8,2
6,7
7,3
Bruttokate, %
20,8
24,0
20,0
20,9
Oman pääoman tuotto, %
29,4
20,9
20,8
23,5
Sijoitetun pääoman
tuotto, %
37,0
26,4
30,2
30,0
Osakekohtainen tulos,
euro
0,70
0,44
(3)
0,27
0,26
Rahoitus ja
taloudellinen asema
Omavaraisuusaste kauden
lopussa, %
37,1
39,1
38,1
38,3
Nettovelkaantumisaste
kauden lopussa, %
-56,0
-84,9
-42,5
-81,8
Korollinen nettovelka
kauden lopussa, milj.
euro
-264,7
-339,1
-192,4
-334,7
Liiketoiminnan
nettorahavirta, milj. euro
77,1
247,0
21,6
66,9
31.12.2012
Laaja tuloslaskelma
milj. euro
Raportoitu
Uudelleen
arvostus
Oikaistu
Muihin laajan tuloksen eriin kirjattu
vakuutusmatemaattinen tappio
-
-8,1
-8,1
Verovaikutus
-
2,4
2,4
13
Tase
milj. euro
Raportoitu
Uudelleen
arvostus
Oikaistu
Laskennalliset verosaamiset
53,2
3,9
57,1
Omaan pääomaan kirjattu
vakuutusmatemaattinen tappio
-
-9,5
-9,5
Etuuspohjaiset eläkevastuut
27,2
13,5
40,7
30.6.2012
Laaja tuloslaskelma
milj. euro
Raportoitu
Uudelleen
arvostus
Oikaistu
Muihin laajan tuloksen eriin kirjattu
vakuutusmatemaattinen tappio
-
-4,1
-4,1
Verovaikutus
-
1,2
1,2
Tase
milj. Euro
Raportoitu
Uudelleen
arvostus
Oikaistu
Laskennalliset verosaamiset
50,3
2,8
53,1
Omaan pääomaan kirjattu
vakuutusmatemaattinen tappio
-
-6,7
-6,7
Etuuspohjaiset eläkevastuut
26,8
9,4
36,2
Tutkimus- ja kehitystoiminnan
kulut =
Laajaan tuloslaskelmaan kirjatut tutkimus- ja kehitystoiminnan kulut (mukaan
lukien saaduilla avustuksilla katetut kulut)
Oman pääoman tuotto =
Tilikauden voitto
x
100
Oma pääoma yhteensä (kauden keskiarvo)
Sijoitetun pääoman tuotto =
Liikevoitto + rahoitustuotot
x
100
Taseen loppusumma korottamat velat (kauden ke
Korollinen nettovelka
Korolliset velat korolliset varat
Omavaraisuusaste =
Oma pääoma
x
100
Taseen loppusumma saadut ennakot
Nettovelkaantumisaste =
Korollinen nettovelka
x
100
Oma pääoma yhteensä
B.13
Viimeaikaiset
tapahtumat,
jotka ovat rat-
kaisevia arvioi-
14
Jakso C Arvopaperit
C.1
Arvopaperei-
den tyyppi ja
laji
Senior-statuksinen vakuudeton velkakirjalaina, jonka kokonaisnimellismäärä
on 150.000.000 euroa.
Velkakirjojen ISIN-koodi on FI4000068556.
C.2
Arvopaperei-
den
liikkeeseenlas-
kun valuutta
Velkakirjojen liikkeeseenlaskun valuutta on euro.
C.5
Arvopaperei-
den vapaata
luovutetta-
vuutta
koskevat
rajoitukset
Ei sovelleta; Velkakirjat ovat vapaasti luovutettavissa.
taessa Liikkee-
seenlaskijan
maksukykyä
B.14
Liikkeeseen-
laskijan
riippuvuus
muista
konserniin
kuuluvista
yksiköistä
B.15
Kuvaus
Liikkeeseen-
laskijan
päätoimi-
aloista
B.16
Kuvaus siitä,
onko Liikkee-
seenlaskija suo
raan tai välilli
sesti jonkun
omistuksessa
tai määräys-
vallassa ja
mikä tämä
taho on
sekä määräys-
vallan
luonteesta
B.17
Liikkeeseen-
laskijan
luokitukset
15
C.8
Arvopaperei-
den etuoikeus-
järjestys
Velkakirjat ovat Liikkeeseenlaskijan suoria ja vakuudettomia velvoitteita,
jotka ovat samanarvoisia keskenään ja jotka ovat etuoikeusjärjestyksessä
vähintään samalla sijalla Liikkeeseenlaskijan vakuudettomien velvoitteiden
kanssa, lukuun ottamatta niivelvoitteita, joilla on etuoikeus pakottavan lain
nojalla.
C.9
Korko ja
tuotto;
velkapaperien
haltijoiden
edustajan nimi
Velkakirjoille maksetaan kiinteää vuotuista korkoa, joka on 3,75 prosenttia.
Velkakirjoille kertyvä korko maksetaan vuosittain takautuvasti 16.9.2014
alkaen ja tämän jälkeen 16.9 kunakin vuonna (”Koronmaksupäivä”)
16.9.2020 saakka (”Takaisinmaksupäivä”).
Velkakirjojen kulloinkin maksamatta olevalle pääomalle kertyy korkoa
kultakin korkokaudelta korkokauden ensimmäinen päivä mukaan lukien ja
korkokauden viimeinen päivä pois lukien. Ensimmäinen korkokausi alkaa
Liikkeeseenlaskupäivä ja päättyy ensimmäisenä Koronmaksupäivänä.
Kukin seuraava korkokausi alkaa edeltäväKoronmaksupäivänä ja päättyy
seuraavana Koronmaksupäivänä. Viimeinen korkokausi päättyy
Takaisinmaksupäivänä.
Velkakirjoihin sovellettava koronlaskuperuste on asianomaisella
korkokaudella kuluneiden päivien todellinen määrä jaettuna 365:llä (tai
karkausvuonna 366:lla).
Velkakirjojen efektiivinen tuotto on 3,90 prosenttia.
Velkakirjojen haltioita edustaa Velkakirjojen haltijoiden kokous.
C.10
Tiedot siitä,
kuinka kohde-
etuuden arvo
vaikuttaa
koron
määrään
Ei sovelleta; Velkakirjoille maksettava korko ei ole yhteydessä johdannaiseen.
C.11
Ottaminen
kaupankäyn-
nin kohteeksi
Yhtiö hakee Velkakirjojen ottamista julkisen kaupankäynnin kohteeksi
Helsingin Pörssissä. Velkakirjat listataan Helsingin rssiin arviolta
19.9.2013.
Jakso D Riskit
D.2
Liikkeeseen-
laskijalle
ominaiset
riskit
Yhtiöön liikkeeseenlaskijana ja sen toimintaympäristöön ja liiketoimintaan
sekä Liikkeeseenlaskuun ja sen kohteena oleviin Velkakirjoihin liittyy
riske. Yhtiöön liikkeeseenlaskijana ja sen toimintaympärisön ja
liiketoimintaan liittyvät riskitekijät on lueteltu jäljempänä. luettelo ei
ole tyhjentävä, ja myös riskit tai epävarmuustekijät, joista Yht ei llä
hetkellä ole tietoinen tai joita se juuri nyt pitää epäolennaisina, saattavat
vaikuttaa haitallisesti Yhtiön liiketoimintaan, tulokseen, taloudelliseen
asemaan ja tulevaisuuden näkymiin tai Yhtiöön tai Velkakirjoihin tehtyyn
sijoitukseen.
Yhtiön liiketoimintaympäristöön liittyvät riskit sisält seuraavat tekit:
- Kaivos- ja metalliteollisuus ovat suhdanneriippuvaisia, mikä voi vaikuttaa
haitallisesti Liikkeeseenlaskijaan
- Kilpailuympäristö ja asiakkaiden vaatimusten muutokset voivat vaikuttaa
haitallisesti Liikkeeseenlaskijaan
16
- Liikkeeseenlaskijan asiakkaiden ja kilpailijoiden yrityskaupat voivat
vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Liikkeeseenlaskijaan vaikuttavat kausi- ja tulosvaihtelut
- Poliittiset, taloudelliset ja muut epävarmuustekijät voivat vaikuttaa
haitallisesti Liikkeeseenlaskijaan
- Liikkeeseenlaskija saattaa kohdata lainsäännöllisiin muutoksiin ja
ulkomaisiin oikeusjärjestyksiin se verojärjestelmiin liittyviä riskejä,
jotka voivat vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Työnseisaukset ja työoikeudelliset kiistat voivat vaikuttaa haitallisesti
Liikkeeseenlaskijan toimintaan
Yhtiön liiketoimintaan liittyt riskit sisältävät seuraavat tekijät:
- Määttyihin toimituksiin ja projektien aloittamiseen liittyepävarmuus
voi vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Kiinteähintaisten sopimusten seurauksena syntyvät kustannusylitykset
voivat vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Liikkeeseenlaskija saattaa kohdata viivästyksiin, sopimuksien
keskeyttämiseen, irtisanomiseen ja muuttumiseen liittyviä riske, jotka
voivat vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Liikkeeseenlaskija on riippuvainen ulkopuolisista toimittajista ja
tietojärjestelmistä, mivoi vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Liikkeeseenlaskijaan voi kohdistua riskejä, jotka liittyvät sen kykyyn
toteuttaa laajoja ja monimutkaisia asiakasprojekteja
- Liikkeeseenlaskijan tilauskantaan perustuvan tuloksen ennustettavuus
saattaa vaihdella
- Liikkeeseenlaskija voi joutua ammatilliseen vastuuseen
suunnitteluvirheistai ympärisasioista
- Epäonnistumiset liiketoiminnan kehitysyrityksissä, ostettujen
liiketoimintojen integaroimisessa tai uuden liiketoimintamallin
toteuttamisessa voivat vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Ammattitaitoisen johdon ja avainhenkistön menettäminen tai
kyvyttömyys hankkia ammattitaitoinen johto ja avainhenkistö se
petolliseen toimintaan liittyvät oikeudelliset riskit voivat vaikuttaa
haitallisesti Liikkeeseenlaskijaan
- Kyvyttömyys käyttää ja suojata Outotecin toimintaan liittyviä
immateriaalioikeuksia voi vaikuttaa haitallisesti Liikkeeseenlaskijaan
- Liikkeeseenlaskijan ottamien vakuutusten kattavuus saattaa tietyissä
tilanteissa osoittautua riittämättömäksi
- Liikkeeseenlaskija voi joutua vastuuseen sen projekteihin tai
projektipaikkoihin liittyvästä ympäristö- tai muusta vahingosta
17
Yhtiön liiketoiminnan rahoitukseen liittyvät riskit sisältävät seuraavat tekijät:
- Liikkeeseenlaskija voi altistua valuuttariskeille
- Liikkeeseenlaskijan toimintaan liittyy korkoriskejä
- Liikkeeseenlaskija voi altistua rahoituksen saatavuutta ja
rahoituskustannuksia koskeville riskeille
- Liikkeeseenlaskija voi altistua luottoriskeille (maksujen laiminlyönti)
- Liikearvon mahdollisella arvonalentumisella tulevaisuudessa voi olla
olennainen haitallinen vaikutus Liikkeeseenlaskijaan
- Liikkeeseenlaskijan toimintaan liittyy likviditeettiriske
D.3
Arvopape-
reille
ominaiset
riskit
Yhtiöön Liikkeeseenlaskijana se Liikkeeseenlaskuun ja sen kohteena
oleviin Velkakirjoihin liittyy riskejä. Liikkeeseenlaskuun ja sen kohteena
oleviin Velkakirjoihin liittyvät riskitekijät on lueteltu jäljempänä. Tämä
luettelo ei ole tyhjentävä, ja myös riskit tai epävarmuustekijät, joista Yht ei
täl hetkellä ole tietoinen tai joita se juuri nyt pitää epäolennaisina, saattavat
vaikuttaa haitallisesti Yhtiön liiketoimintaan, tulokseen, taloudelliseen
asemaan ja tulevaisuudenkymiin tai Yhtiöön tai Velkakirjoihin tehtyyn
sijoitukseen.
Liikkeeseenlaskuun ja sen kohteena oleviin Velkakirjoihin liittyvät riskit
sisältävät seuraavat tekijät:
- Velkakirjat eivät välttämättä sovellu sijoituskohteeksi kaikille sijoittajille
- Sijoittajat kantavat Liikkeeseenlaskijaa koskevan luottoriskin ja voivat
menettää Velkakirjoihin tekemänsijoituksen
- Liikkeeseenlaskijalla tai Velkakirjoilla ei ole luottoluokitusta
- Velkakirjoista ei ole asetettu vakuutta tai annettu takausta
- Velkakirjoihin ei liity Liikkeeseenlaskijan taloudelliseen asemaan tai
toimintoihin liittyviä kovenantteja
- Velkakirjoille ei välttämättä muodostu aktiivisia jälkimarkkinoita
- Koska Velkakirjoille on asetettu kiint korko, markkinakorkojen
muutoksilla voi olla haitallinen vaikutus Velkakirjojen arvoon
- Liikkeeseenlaskija voi laskea liikkeeseen lisää velkaa ja/tai antaa
vakuuden
- Velkakirjat eivät anna äänioikeutta Liikkeeseenlaskijan yhtiökokouksissa
- Velkakirjoihin liittyvät lait ja käytännöt voivat muuttua
- Sijoitusten laillisuutta koskevat säädökset saattavat rajoittaa joitakin
sijoituksia
- Liikkeeseenlaskijalla voi olla oikeus tai velvollisuus lunastaa tai ostaa
Velkakirjoja ennen niiden erääntymistä
18
- Liikkeeseenlaskijalla ei ole velvollisuutta hyvittää Velkakirjoihin liittyviä
ennakonpityks
- Velkakirjoihin tehtävät muutokset sitovat kaikkia Velkakirjojen haltijoita
- Oikeus vastaanottaa maksuja Velkakirjojen perusteella lakkaa, mikäli
niiei ole kolmen vuoden sisällä vaadittu
- Velkakirjoihin liittyvien transaktioiden toteutuminen on riippuvainen
Euroclear Finlandin toiminnasta ja järjestelmistä
Jakso E Tarjous
E.2b
Syyt
tarjoamiseen
ja varojen
käyttöön, jos
muu kuin
voiton
tavoittelu
ja/tai tietyiltä
riskeiltä
suojautumi-
nen
Liikkeeseenlaskun kokonaisnettotuotot Yhtlle sille maksettavaksi tulevien
maksujen ja kulujen jälkeen tulevat olemaan noin 148,1 miljoonaa euroa.
Outotecin Liikkeeseenlaskusta saamat tuotot aiotaan yttää yleisiin
liiketoiminnan tarpeisiin.
E.3
Tarjousehdot
Liikkeeseenlaskija: Outotec Oyj, suomalainen julkinen osakeyhtiö.
äjärjestäjät: Nordea Pankki Oyj ja Skandinaviska Enskilda Banken AB
(publ) Helsingin sivuliike.
Lainan äoma: 150,000,000 euroa.
Liikkeeseenlaskupäivä: 16.9.2013.
Takaisinmaksupäivä: 16.9.2020.
Koronmaksupäivät: Vuosittain jälkikäteisesti 16.9.2014 alkaen ja täs
lähtien kunakin vuonna 16.9.
Korko:3,75 prosenttia vuodessa.
Takaisinmaksu: Nimellisarvosta, kertalyhenteisesti, Takaisinmaksupäivänä.
Merkinnät: Minimimerkintä on 100.000 euroa ja arvo-osuuden yksikkökoko
on 1.000 euroa.
Luottoluokitus: Ei luottoluokitusta.
Kovenantit ja ennenaikaisen eännyttämisen edellytykset: Määysvallan
vaihtuminen, panttaamattomuussitoumus, ristiin eräännytminen.
Selvitys: Velkakirjat lasketaan liikkeeseen arvo-osuuksina Euroclear Finland
Oy:n (“Euroclear Finland”) RM-arvo-osuusjärjestelmässä. Euroclear
Finlandin rekisteröity osoite on Urho Kekkosen katu 5 C, 00100 Helsinki.
Sovellettava laki: Suomen laki.
E.4
Liikkeeseen-
laskuun
liittyvät
olennaiset
intressit,
mukaan
lukien
äjärjestäjien intressit: rahoitusmarkkinoilla tavanomaiset
liiketoimintaintressit.
19
eturistiriidat
E.7
Arvioidut
kustannukset,
jotka
veloitetaan
sijoittajalta
Ei sovelleta; Yhtiö ei veloita kustannuksia sijoittajilta.
20
SUMMARY
Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in
Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of “not applicable”.
Section A Introduction and warnings
A.1
Warning
This summary should be read as an introduction to the Prospectus. Any
decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor.
Where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under applicable law, have
to bear the costs of translating the Prospectus before legal proceedings are
initiated. Outotec assumes civil liability in respect of this summary and its
translation only if it is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus, or if it does not provide, when
read together with the other parts of the Prospectus, key information in order to
aid investors when considering whether to invest in the Notes issued by the
Company.
A.2
Consent for
subsequent
resale or final
placement of
securities/offer
period/
conditions of
the consent
Not applicable.
Section B Issuer
B.1
Legal and
Commercial
Name
The legal and commercial name of the issuer is Outotec Oyj.
B.2
Domicile/
Legal Form/
Legislation/
Country of
Incorporation
The domicile of Outotec is Espoo, Finland. Outotec is a public limited liability
company incorporated in Finland and operating under Finnish law.
21
B.4b
Known trends
affecting the
Issuer and the
Issuer’s
industries
The mid-to-long term market outlook for minerals and metals - as well as
alternative energy and industrial water treatment - is positive, due to the
favorable global megatrends. In minerals and metals processing, new
investments are needed, as current production capacity and ongoing
investments in new capacity are not sufficient to fulfill long-term demand. In
addition, declining ore grades and more complex ores require investments in
capacity and advanced technology to enable sufficient recovery of metals.
Tightening environmental regulations, increasing energy efficiency
requirements, and the scarcity of fresh water also increase the need for
sustainable technology. All in all, industrial companies are increasingly
focusing on the social and environmental impacts of their operations and thus
increasing the demand for sustainable processing technologies. These trends
create favorable opportunities for Outotec’s life cycle solutions, which provide
the best return on the customer’s investment with predictable cost, time to
market, and process performance reducing the overall risks of the investment.
B.5
Group
Outotec is the parent company of the Outotec group. Subsidiaries Outotec
owned, directly or indirectly, as at 30 June 2013 (100 % of shares):
Aisco Systems Inc. Chile y Compañia Ltda
Auburn Project Management Inc.
Ausiron Development Corporation Pty. Ltd.
International Project Services Ltd. Oy
Kumpu GmbH
Larox AB
Larox India Private Ltd.
Larox SA (Proprietary) Ltd.
MP Metals Processing Engineering Oy
OOO Larox
OOO Outotec Norilsk
Outotec (Australasia) Pty. Ltd.
Outotec (Canada) Ltd.
Outotec (Ceramics) Oy
Outotec (Chile) S.A.
Outotec (Filters) GmbH
Outotec (Filters) Oy
Outotec (Finland) Oy
Outotec (Ghana) Limited
Outotec (Kazakhstan) LLP
Outotec (Mexico), S.A. de C.V.
Outotec (Netherlands) B.V.
Outotec (Norway) AS
Outotec (Peru) S.A.C.
Outotec (Polska) Sp. z o.o.
Outotec (RSA) (Pty) Ltd.
Outotec (Shanghai) Co. Ltd.
Outotec (Sweden) AB
Outotec (UK) Ltd.
Outotec (USA) Inc.
Outotec (Zambia) Ltd.
Outotec Ausmelt Pty. Ltd.
Outotec B.V.
Outotec Deutschland GmbH
Outotec Filters Australia Pty. Ltd.
Outotec GmbH
Outotec Holding GmbH
Outotec India Private Ltd.
Outotec International Holdings Oy
22
Outotec Mongolia LLC
Outotec Namibia (Pty) Ltd
Outotec Pty. Ltd.
Outotec Saudi Arabia LLC
Outotec Servicios Industriales Ltda.
Outotec Suzhou Co. Ltd.
Outotec Tecnologia Brasil Ltda.
Outotec Turula Oy
Petrobau Ingenieur Bulgaria EOOD
PT Outotec Technology Solutions
Scanalyse Holdings Pty Ltd.
Scanalyse Chile S.A.
Scanalyse Do Brazil Processamento De Dados Ltda.
Scanalyse Inc.
Scanalyse Pty Ltd.
Scheibler Filters Ltd.
ZAO Outotec St. Petersburg
Ownership in associated companies:
Enefit Outotec Technology Oü Estonia (40.0%)
GreenExergy AB Sweden (45.0%)
Middle East Metals Processing Company Ltd. (49.0%)
B.9
Profit
forecasts and
estimates
In its condensed interim financial statements for the six months ended 30 June
2013, the Issuer provided the following information on the future outlook:
Based on the strong order backlog, current market outlook and customer
tendering activity, the management expects that in 2013 sales will be
approximately EUR 2.1-2.3 billion, and the operating profit margin from
business operations (excluding one-time items and purchase price allocations
(PPA) amortizations) will be approximately 9.5-10.5%.
B.10
Qualifications
in the audit
reports
Not applicable; the audit reports do not include any qualifications.
B.12
No material
adverse
change and no
significant
change
statements
Selected
consolidated
financial
information
There has been no material adverse change in the prospects of the Issuer since
the date of its last published audited financial statements.
There has been no significant change in the financial or trading position of the
Company since 30 June 2013.
The following is a summary of the Company’s consolidated financial
information as at and for the financial years ended 31 December 2012 and 31
December 2011 and the Company’s consolidated financial information as at
and for the six month periods ended 30 June 2013 and 30 June 2012. The
information in this summary has been derived from the Company’s
consolidated financial statements for the financial years ended 31 December
2012 and 2011 and from the condensed interim financial statements for the six
month period ended 30 June 2013 including the unaudited restated
consolidated financial information for the year ended 31 December 2012 that
are included in this Prospectus. This information should be read in conjunction
with, and is qualified in its entirety by reference to, such financial statements
and related notes. Outotec’s consolidated financial statements and the
condensed interim financial statements have been prepared in accordance with
the applicable International Financial Reporting Standards (IFRS) as adopted
by the European Union as well as SIC and IFRIC interpretations in force at 30
23
June 2013. The information presented in the below table for the financial year
ended 31 December 2011 has been audited but the restated information
presented for the financial year ended 31 December 2012, which takes into
account the revised standard “IAS 19 Employee Benefits” adopted by the
Company as of 1 January 2013, and the information presented for the six
month periods ended 30 June 2013 and 30 June 2012 is unaudited.
STATEMENT OF
2012
(1)
2011
2013
2012
(1)
COMPREHENSIVE
INCOME,
(unaudi
ted)
(audited)
(unaudi
ted)
(unaudi
ted)
EUR million
1 Jan 31 Dec
1 Jan 30 June
Sales
2,087.4
1,385.6
1,014.3
934.8
Cost of sales
-1,653.9
-1,053.1
-811.6
-739.9
Gross profit
433.6
332.5
202.7
194.9
Other income
9.3
3.9
4.3
0.2
Selling and marketing expenses
-103.1
-86.4
-51.6
-49.8
Administrative expenses
-110.0
-97.7
-59.4
-53.2
Research and development
expenses
-41.6
-33.5
-23.9
-18.8
Other expenses
-3.6
-6.7
-0.5
-4.9
Share of results of
associated companies
-0.3
-0.0
-0.1
-0.1
Operating profit
184.3
111.9
71.5
68.4
Finance income and expenses
Interest income and expenses
5.1
6.0
1.4
3.1
Market price gains and losses
-2.6
-0.3
-2.6
-0.4
Other finance income and
expenses
-7.0
-4.4
-2.5
-3.2
Net finance income
-4.6
1.4
-3.8
-0.5
Profit before income taxes
179.7
113.3
67.7
67.9
Income tax expenses
-51.9
-34.0
-19.6
-20.5
Profit for the period
127.8
79.3
48.2
47.3
Other comprehensive income
Exchange differences on
translating foreign
operations
-0.6
-3.9
-11.7
4.7
Cash flow hedges
9.4
-4.3
-3.6
-0.7
Actuarial losses on defined
benefit pension plans
-8.1
N/A
-0.1
-4.1
Available for sale financial
assets
-0.1
-0.2
-0.1
-0.1
Income tax relating to
components of other
comprehensive income
1.9
1.3
-0.2
1.4
Other comprehensive income
for the period
2.5
-7.2
-15.7
1.3
24
Total comprehensive income
for the period
130.2
72.1
32.4
48.6
Profit for the period attributable
to equity holders of the parent
company
127.8
79.3
48.2
47.3
Total comprehensive income for
the period attributable to equity
holders of the parent company
130.2
72.1
32.4
48.6
STATEMENT OF
2012
(1)
2011
2013
2012
(1)
FINANCIAL POSITION,
(unaudi
ted)
(audited)
(unaudi
ted)
(unaudi
ted)
EUR million
31 December
30 June
ASSETS
Non-current assets
Intangible assets
335.0
286.8
333.8
305.1
Property, plant and equipment
75.3
62.5
76.6
67.5
Deferred tax assets
57.1
47.3
56.4
53.1
Non-current financial assets
Interest-bearing
3.8
2.4
4.0
2.4
Non interest-bearing
2.4
2.5
2.1
1.9
Total non-current assets
473.6
401.5
473.0
430.0
Current assets
Inventories
180.8
148.6
169.9
197.8
Current financial assets
Interest-bearing
0.2
0.7
0.2
1.6
Non interest-bearing
619.7
468.1
584.5
510.1
Cash and cash equivalents
358.6
402.5
293.7
393.7
Total current assets
1,159.3
1,019.9
1,048.3
1,103.2
TOTAL ASSETS
1,632.9
1,421.4
1,521.3
1,533.1
EQUITY AND LIABILITIES
Equity attributable to the equity
holders of the parent company
471.5
398.4
452.9
407.8
Non-controlling interest
1.2
1.1
-
1.2
Total equity
472.7
399.5
452.9
409.0
Non-current liabilities
Interest-bearing
74.3
47.6
67.7
41.9
25
Non interest-bearing
118.3
107.0
122.0
107.1
Total non-current liabilities
192.6
154.6
189.7
149.0
Current liabilities
Interest-bearing
23.6
18.9
37.8
21.2
Non interest-bearing
Advances received
358.8
399.0
331.1
465.2
Other non-interest-bearing
liabilities
585.1
449.4
509.8
488.8
Total current liabilities
967.6
867.3
878.7
975.1
Total liabilities
1,160.2
1,021.9
1,068.4
1,124.1
TOTAL EQUITY AND
LIABILITIES
1,632.9
1,421.4
1,521.3
1,533.1
STATEMENT OF CASH
FLOWS,
2012
(1)
2011
2013
2012
(1)
EUR million
(unaudi
ted)
(audited)
(unaudi
ted)
(unaudi
ted)
1 Jan 31 Dec
1 Jan 30 June
Cash flows from operating
activities
Profit for the period
127.8
79.3
48.2
47.3
Adjustment for
Depreciation and
amortization
31.4
19.4
17.6
14.8
Other adjustments
64.4
28.6
13.0
18.9
Change in working capital
-93.0
134.4
-32.2
1.3
Interest received
7.4
8.0
2.7
4.0
Interest paid
-2.4
-2.0
-1.0
-1.1
Income tax paid
-58.4
-20.8
-26.7
-18.3
Net cash from operating
activities
77.1
247.0
21.6
66.9
Purchases of assets
-47.5
-34.4
-17.9
-21.1
Acquisition of subsidiaries
and business operations, net
of cash
-34.6
-34.5
-12.2
-11.6
Acquisition of shares in
associated companies
-
-0.1
-
-
Proceeds from disposal of
subsidiaries
-
0.0
-
-
Proceeds from sale of assets
0.9
1.4
0.2
0.1
Cash flows from other
investing activities
-2.5
-0.1
-0.4
-0.1
Net cash used in investing
activities
-83.8
-67.7
-30.3
-32.6
Cash flow before financing
activities
-6.6
179.3
-8.7
34.3
26
Repayments of non-current
debt
-8.7
-11.5
-6.7
-4.5
Borrowings of non-current
debt
40.0
-
-
-
Decrease in current debt
-9.2
-4.9
-0.6
-1.4
Increase in current debt
3.0
0.0
15.9
0.6
Purchase of treasury shares
-19.3
-
-
-
Related party net investment
to Outotec Oyj shares
(2)
-0.2
-0.2
-
-0.2
Dividends paid
-38.9
-34.3
-54.9
-38.9
Cash flows from other
financing activities
-0.0
0.4
-0.6
-0.5
Net cash used in financing
activities
-33.2
-50.6
-46.9
-44.9
Net change in cash and cash
equivalents
-39.9
128.8
-55.7
-10.6
Cash and cash equivalents at
the beginning of the period
402.5
280.3
358.6
402.5
Foreign exchange rate effect
on cash and cash equivalents
-4.0
-6.6
-9.3
1.8
Net change in cash and cash
equivalents
-39.9
128.8
-55.7
-10.6
Cash and cash equivalents
at the end of the period
358.6
402.5
293.7
393.7
KEY FINANCIAL
FIGURES
2012
(1)
2011
2013
2012
(1)
(unaudited)
(audited)
(unaudi
ted)
(unaudi
ted)
1 Jan 31 Dec
1 Jan 30 June
Scope of activity
Sales (EUR million)
2,087.4
1,385.6
1,014,3
934.8
Capital expenditures
(EUR million)
76.2
98.3
27,7
34.0
in relation to
sales, %
3.7
7.1
2.7
3.6
Research and
development expenses
(EUR million)
41.6
33.5
23.9
18.8
in relation to
sales, %
2.0
2.4
2.4
2.0
Order backlog at the end
of the period (EUR
million)
1,947.1
1,985.1
1,761.3
2,218.4
Order intake (EUR
million)
2,084.4
2,005.4
856.7
1,160.8
27
Profitability
Operating profit (EUR
million)
184.3
111.9
71.5
68.4
in relation to
sales, %
8.8
8.1
7.1
7.3
Profit before taxes (EUR
million)
179.7
113.3
67.7
67.9
in relation to
sales, %
8.6
8.2
6.7
7.3
Gross margin, %
20.8
24.0
20.0
20.9
Return on equity, %
29.4
20.9
20.8
23.5
Return on investment, %
37.0
26.4
30.2
30.0
Earnings per share, EUR
0.70
0.44
(3)
0.27
0.26
Financing and financial
position
Equity-to-assets ratio at
the end of the period, %
37.1
39.1
38.1
38.3
Gearing at the end of the
period, %
-56.0
-84.9
-42.5
-81.8
Net interest-bearing debt
at the end of the period
(EUR million)
-264.7
-339.1
-192.4
-334.7
Net cash generated from
operating activities (EUR
million)
77.1
247.0
21.6
66.9
(1)
As of 1 January 2013, Outotec has adopted the revised standard “IAS 19 Employee
Benefits”. Outotec’s financial reporting as at and for the six months ended 30 June
2013 is in line with these changes. Financial information as at and for the year ended
31 December 2012 has been restated accordingly. The restated consolidated financial
information as at and for the year ended 31 December 2012 has not been audited. The
audited consolidated financial statements of Outotec as at and for the year ended 31
December 2012, in which the revised standard “IAS 19 – Employee Benefits” has not
been adopted have been incorporated into this Prospectus by reference (see
“Information Incorporated by Reference”). The most significant changes relate to the
accounting for defined benefit obligations and plan assets. The amendments require
the recognition of changes in benefit obligations and in fair value of plan assets when
they occur, and hence eliminate the corridor approach permitted under the previous
version of IAS 19 and accelerate the recognition of past service costs. The
amendments require all actuarial gains and losses to be recognized immediately
through other comprehensive income in order for the net pension asset or liability
recognized in the consolidated statement of financial position to reflect the full value
of the plan deficit or surplus. Amounts recorded in profit or loss are limited to current
and past service costs, gains or losses on settlements, and net interest income
(expense).
The below table summarizes the effects in the June 2012 and December 2012
financial statements.
31 December 2012
Statement of Comprehensive Income
EUR million
Reported
Adjustment
Restated
Remeasurement of defined pension plan
booked to other comprehensive income
-
-8.1
-8.1
Income tax effect
-
2.4
2.4
28
Statement of Financial Position
EUR million
Reported
Adjustment
Restated
Deferred tax assets
53.2
3.9
57.1
Remeasurement of defined pension plan
booked to equity
-
-9.5
-9.5
Defined benefit pension liabilities
27.2
13.5
40.7
30 June 2012
Statement of Comprehensive Income
EUR million
Reported
Adjustment
Restated
Remeasurement of defined pension plan
booked to other comprehensive income
-
-4.1
-4.1
Income tax effect
-
1.2
1.2
Statement of Financial Position
EUR million
Reported
Adjustment
Restated
Deferred tax assets
50.3
2.8
53.1
Remeasurement of defined pension plan
booked to equity
-
-6.7
-6.7
Defined benefit pension liabilities
26.8
9.4
36.2
(2)
Consolidation of Outotec Management Oy (incentive plan for Outotec Executive
Board members). On 8 May 2013 Outotec announced the dissolution of Outotec
Management Oy through a share exchange. Outotec’s Board of Directors used the
Annual General Meeting’s authorization and allocated 442,115 Outotec Oyj shares to
the shareholders of Outotec Management Oy against the shares of Outotec
Management Oy. After the share exchange, Outotec possesses the shares owned by
Outotec Management Oy, which has been consolidated into the Group’s balance
sheet. On 30 June 2013, Outotec Management Oy held 813,736 or 0.44% of Outotec
shares, which have been accounted for as treasury shares on Outotec’s balance sheet.
(3)
Restated to take into account the effect of the share split decision of 26 March 2013.
Definitions of key financial indicators
Research and development
expenses =
Research and development expenses in the income statement
(including expenses covered by grants received)
Return on equity (ROE) =
Profit for the period
x
100
Total equity (average for the period)
Return on investment (ROI) =
Operating profit + finance income
x
100
Total assets non interest-bearing debt (average for the period)
Net interest-bearing debt =
Interest-bearing debt interest-bearing assets
Equity to assets ratio =
Total equity
x
100
Total assets advances received
Gearing =
Net interest-bearing debt
x
100
Total equity
29
B.13
Recent events
materially
relevant to
evaluation of
the Issuer’s
solvency
Not applicable; there are no recent events materially relevant to evaluation of
the Issuer’s solvency.
B.14
Dependency of
the Issuer on
other entities
within the
group
Not applicable; Outotec Oyj is the parent company of the Outotec group, and is
not dependent on other entities within the group.
B.15
Description of
the Issuer’s
principal
activities
Outotec is a leading global provider of process solutions, technologies, and
services for the mining and metallurgical industries. As of 1 July 2013
Outotec's business structure consists of two business areas and three
geographical regions. The business areas are Metals, Energy & Water and
Minerals Processing, and they form Outotec’s reportable operating segments
according to IFRS 8. The regions are Americas, EMEA (including Europe,
Middle East, Africa and CIS countries) and APAC (including Asia Pacific,
China and India).
B.16
Description of
whether the
Issuer is
directly or
indirectly
owned or
controlled and
by whom and
nature of such
control
To the extent known to the Issuer, the Issuer is not directly or indirectly owned
or controlled by any person for the purposes of Chapter 2, Section 4 of the
Finnish Securities Markets Act, and the Issuer is not aware of any arrangement
the operation of which may result in a change of control of the Issuer.
B.17
Issuer Ratings
Not applicable; Outotec is not currently rated by any rating agency.
Section C Securities
C.1
Type and class
of securities
Senior unsecured notes with a principal nominal amount of EUR 150,000,000.
The ISIN code of the Notes is FI4000068556 .
C.2
Currency of
the securities
issue
The currency of the Offering is euro.
C.5
Restrictions on
the free
transferability
of the
Securities
Not applicable; the Notes are freely transferable.
C.8
Ranking of
Securities
The Notes constitute direct and unsecured obligations of the Issuer ranking pari
passu among each other and at least pari passu with the unsecured indebtedness
of the Issuer, save for such obligations as may be preferred by mandatory
provisions of law.
30
C.9
Interest and
yield; name of
representative
of debt
security
holders
The Notes bear fixed interest at the rate of 3.75 per cent per annum. Interest shall
be payable annually in arrears commencing on 16 September 2014 and thereafter
on each 16 September (each an “Interest Payment Date”) until 16 September
2020 (the “Redemtion Date”).
Interest shall accrue for each interest period from and including the first day of
the interest period to (but excluding) the last day of such interest period on the
principal amount of Notes outstanding from time to time. The first interest period
commences on the Issue Date and ends on the first Interest Payment Date. Each
consecutive interest period begins on the previous Interest Payment Date and
ends on the following Interest Payment Date. The last interest period ends on the
Redemption Date.
Interest in respect of the Notes will be calculated on the basis of the actual
number of days elapsed in the relevant interest period divided by 365 (or, in the
case of a leap year, 366).
The effective yield of the Notes is 3.90 per cent.
The holders of the Notes (the “Noteholders”) are represented by the
Noteholders’ meeting.
C.10
Explanation
on how the
interest
amount is
affected by
value of the
underlying
Not applicable; the Notes have no derivative component in the interest
payment.
C.11
Admission to
trading
The Company will make an application for the admission of the Notes to
public trading on the Helsinki Stock Exchange. The Notes will be listed on the
Helsinki Stock Exchange on or about 19 September 2013.
Section D Risks
D.2
Risks relating
to the issuer
There are risks relating to the Company as an issuer and to its operating
environment and business as well as to the Offering and the Notes issued
thereunder. The risk factors relating to the Company as an issuer and to its
operating environment and business are listed below. This listing is not
exhaustive and additional risks and uncertainties not presently known to the
Company, or that the Company currently believes are immaterial, could also
impair the Company’s business, results of operations, financial condition and
future prospects of or an investment in the Company or the Notes.
The risks relating to the Company’s business environment include the
following factors:
- Mining and metallurgical industries are cyclical which could adversely affect
the Issuer-Competitive environment and changes in customer requirements
could adversely affect the Issuer
- Industry consolidation among the Issuer’s customer base and competitors
could adversely affect the Issuer
- The Issuer is subjected to seasonality and fluctuations in earnings
31
- Political, economic and other uncertainties could adversely affect the Issuer
-The Issuer may face risks related to regulatory changes and foreign legal and
tax systems that could adverdsely affect the Issuer
-Labor disputes and adverse employee relations could interfere with the Issuer’s
operations
The risks relating Company’s business include the following factors:
- Uncertainty related to awarded deliveries and commencement of projects
could adversely affect the Issuer
- The Issuer could be adversely affected by cost overruns due to fixed price
contracts
- The Issuer could face risks related to delays, suspension, termination and
alteration of contracts that could adverdsely affect the Issuer
-The Issuer is dependent on external suppliers and information systems which
could adversely affect the Issuer
- The Issuer may face risks related to its ability to complete large and complex
customer projects
-The predictability of the Issuer’s earnings based on its order backlog may vary
-The Issuer could face professional liability for engineering defects or
environmental matters
-Any failures in the Issuer’s business development, integration of acquired
businesses or implementing the new business structure could adversely affect
the Issuer
-Loss of or inability to attract professional management and key personnel and
legal risks relating to fraudulent actions could adversely affect the Issuer
-Inability to use and protect the intellectual property rights related to Outotec’s
operations could adversely affect the Issuer
-The insurance coverage taken out by the Issuer may turn out to be insufficient
in certain situations
- The Issuer could become liable for environmental or other damage relating to
its projects and project sites
The financial risks relating to the Company’s business include the following
factors:
-The Issuer may be exposed to foreign exchange rate risks
-The Issuer’s operations involve interest rate risks
-The Issuer may be exposed to risks regarding the availability and cost of
financing
32
-The Issuer may be exposed to credit (default) risks
-Potential future impairments of goodwill could have material adverse effect on
the Issuer
-The Issuer’s operations involve liquidity risks
D.3
Risks specific
to the
securities
There are risks relating to the Company as an Issuer as well as to the
Offering and the Notes issued thereunder. The risk factors relating to the
Offering and the Notes issued thereunder are listed below. This listing is not
exhaustive and additional risks and uncertainties not presently known to the
Company, or that the Company currently believes are immaterial, could also
impair the Company’s business, results of operations, financial condition and
future prospects of or an investment in the Company or the Notes.
The risks relating to the Offering and the Notes include the following
factors:
-The Notes may not be a suitable investment for all investors
-Investors are exposed to credit risk in respect of the Issuer and may lose their
investment in the Notes
-There is no rating for the Issuer or the Notes
-The Notes are not guaranteed or covered by any security
-The Notes contain no covenants on the Issuer’s financial standing or operations
-Active trading market for the Notes may not develop
-Since the Notes bear interest at a fixed interest rate, movements in market
interest rates can adversely affect the value of the Notes
-The Issuer may issue additional debt and/or grant security
-The Notes carry no voting rights at the Issuer’s General Meetings of
Shareholders
-Laws and practices applicable to the Notes may change
-Legal investment considerations may restrict certain investments
-The Issuer may have a right or obligation to redeem and purchase the Notes
prior to maturity
-The Issuer is not obliged to compensate for withholding tax on the Notes
-Amendments to the Notes bind all holders of Notes
-Rights to payments that have not been claimed within three years are
prescribed
-The completion of transactions relating to the Notes is reliant on Euroclear
Finland’s operations and systems
33
Section E Offer
E.2b
Reasons for
the Offering
and use of
proceeds when
different from
making profit
and/or
hedging
certain risks
The aggregate net proceeds to the Company from the Offering, after
deduction of the fees and expenses payable by Outotec, will be
approximately EUR 148.1 million. The proceeds of the Offering received by
Outotec are intended to be used for general corporate purposes of Outotec
group.
E.3
Terms and
conditions of
the Offering
Issuer: Outotec Oyj, a public limited company incorporated in Finland.
Arrangers: Nordea Bank Finland Plc and Skandinaviska Enskilda Banken
AB (publ) Helsinki Branch.
Principal amount: EUR 150,000,000.
Issue date: 16 September 2013.
Redemption Date: 16 September 2020.
Interest payment dates: Annually in arrears commencing on 16 September
2014 and thereafter each 16 September.
Interest: 3.75 per cent per annum.
Repayment: At par, bullet, on Redemption Date.
Denominations: Minimum subscription is EUR 100,000 and the
denomination of each book-entry unit is EUR 1,000.
Rating: No rating.
Covenants and Events of Default: Change of Control, Negative Pledge,
Cross Default.
Clearing: The Notes are issued dematerialised form in the RM-book-entry
securities system of Euroclear Finland Ltd. (“Euroclear Finland”). The
registered address of Euroclear Finland is Urho Kekkosen katu 5 C, FI-
00100, Helsinki.
Applicable law: Finnish law.
E.4
Interests
material to
issue including
conflicting
interest
Interests of the Arrangers: Business interest normal in the financial markets.
E.7
Estimated
expenses
charged to the
investor
Not applicable; there are no expenses charged to the investors by the
Company.
34
RISK FACTORS
Investors considering investment in the Notes should carefully review the information contained in this
Prospectus and, in particular, the risk factors described below and in the stock exchange releases to be
published by the Issuer after the Listing. Factors possibly affecting the investment decision are also discussed
elsewhere in this Prospectus. Should one or more of the risks described herein, or any other risk, materialise,
it may have a material adverse effect on Outotec’s business, financial condition, results of operations and
future prospects and, thereby, on Outotec’s ability to fulfill its obligations under the Notes as well as the
market price and value of the Notes. As a result, investors may lose part or all of their investments. The
following description is a summary of certain risk factors that may affect the Issuer’s ability to fulfill its
obligations under the Notes or that are material in order to assess the market risk associated with the Notes.
This description is based on the information known and assessed at the time of preparing this Prospectus,
and, therefore, the description of the risk factors is not necessarily exhaustive. The risks involved in an
investment in the Notes are not limited to those identified below and the sequence in which the following risk
factors are listed is not an indication of their likelihood to occur or of the extent of their commercial
consequences. All investors should make their own evaluations of the risks associated with an investment in
the Notes and consult with their own professional advisers if they consider it necessary.
Risks related to the Issuer’s business environment
Mining and metallurgical industries are cyclical which could adversely affect the Issuer
Outotec’s customers operate primarily in the mining and metallurgical industries and in geographical areas
which are in different stages of the economic cycle.
The market for technology providers for the mining and metallurgical industries is primarily driven by the
overall investment activity in these industries and the global GDP growth, underlying global consumption of
metals, the balance or imbalance of metals supply and demand, the capacity utilization rate and metal prices.
The cyclical nature of Outotec’s sales is therefore driven primarily by the changes in the global supply and
demand related to metals and the capital expenditure of the mining and metallurgical industries. If the
demand for metals decreases significantly particularly in developing economies such as China, India, Brazil,
and the CIS countries, reduction in the demand for Outotec’s products and services is possible. Outotec’s
management believes that, in the long-term, the effects of economical cycles may be somewhat reduced by
the geographical diversity of Outotec’s operations and the variety of different minerals and metals on which
its business is focused. In order to be less dependent on the cycles of the mining and metals industries,
Outotec has significantly strengthened its services offering and has successfully pursued opportunities to sell
its technologies to other process industries such as the fertilizer industry, energy and industrial water
treatment as well as acquired new businesses and technologies for these new areas. Customer’s investments
in environmental and energy-efficiency technology solutions are also increasing.
Outotec’s services business comprising different plant and expert services is not completely immune to the
effects of economic cycles either, although Outotec’s large number of delivered plants is a good foundation
for growing the services business. If the situation of the global economy becomes weaker, customers may
reduce their purchases of services. A decline in demand for Outotec’s technologies and services as a result of
general economic conditions, volatility in metals demand and prices or other factors may have a material
adverse effect on Outotec’s business, financial condition and results of operations and future prospects and
thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price and value of
the Notes.
Competitive environment and changes in customer requirements could adversely affect the Issuer
Outotec operates in a highly competitive business environment and it is possible that the competition might
become even fiercer as a result of new market entrants. If Outotec’s competitors introduce new technologies
or pricing policies to the markets, or if new standards or practices emerge, Outotec’s existing technologies
and services may become uncompetitive or obsolete.
35
In addition, the market for Outotec’s technology and services could be affected by increased use of plastics
and other materials substituting the metals produced with Outotec’s technologies. The future success of
Outotec will depend on its ability to enhance its technologies and services, address the increasingly diverse
needs of its customers, stay in the frontline of technological advances and conduct its business on a cost-
effective and timely basis. Outotec’s failure to anticipate or quickly respond to technological developments
or changes in the requirements of its customers, could have a material adverse effect on Outotec’s business,
financial condition and results of operations and future prospects and thereby, on Outotec’s ability to fulfil its
obligations under the Notes as well as the market price and value of the Notes.
Some of Outotec’s competitors have significantly more own production than Outotec. The weakened market
situation may lead to aggressive pricing practices as these companies strive to increase the utilization rate of
their production capacity, which may have an adverse effect on Outotec’s competitiveness.
Industry consolidation among the Issuer’s customer base and competitors could adversely affect the Issuer
Outotec’s customer base has consolidated. Future consolidation within Outotec’s customer industries could
affect Outotec’s relationships with its customers. If one of Outotec’s competitors’ customers acquired any of
Outotec’s customers, Outotec may lose a part of its business. Additionally, as the size of Outotec’s customers
increases in connection with the industry consolidation, they could exert increased bargaining power on all
suppliers, including Outotec.
In addition, some of Outotec competitors have merged. As the competitors consolidate, they may increase
their market share, gain economies of scale that enhance their ability to compete with Outotec and/or acquire
additional technologies and products that could displace Outotec’s technologies and services. There is no
assurance that further consolidation within Outotec competitors and/or customer industries would not have a
material adverse effect on Outotec’s business, financial condition and results of operations and future
prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price
and value of the Notes.
Furthermore, it is possible that consolidation of customers leads to calls for tenders for even larger projects
than those handled today. Risks related to extensive projects are described in the section ”Risks Related to
the Issuer’s Business Ability to Complete Large and Complex Customer Projects”.
The Issuer is subjected to seasonality and fluctuations in earnings
Demand for certain of Outotec’s technologies and services is subject to seasonality, which is reflected in
Outotec’s revenue stream. The seasonality is mainly due to the fact that the time of delivery, especially in the
Minerals Processing business area (before 1 July 2013, Non-ferrous Solutions business area), is often less
than one year and the customers expect project completion by the end of the year. Typically, Outotec’s sales
and profitability are higher during the third and fourth quarter as compared to the first and the second quarter
of the financial year. However, there can be no assurance that the pattern of seasonality will continue in the
same manner in the future.
According to Outotec’s revenue recognition principles, a certain portion of sales and especially profits are
recognized in the end of the project only after, among others, plant test runs and customer's acceptance of the
delivery. Outotec cannot generally control the timing of these procedures and, depending on the timing and
the remaining provisions, the completion of projects may cause significant fluctuations in Outotec’s quarterly
or annual results.
Political, economic and other uncertainties could adversely affect the Issuer
Outotec’s business operations are subject to various political, economic and social conditions which include
fair or unfair calling of commercial bank guarantees, nationalization of assets, social, political or economic
instability, volatility in currency exchange rates or restrictions on repatriation of profits or transfers of cash or
suspension or cancellation of projects by governmental authorities, which all could have a material adverse
effect on Outotec’s business, financial condition and results of operations and future prospects and thereby,
36
on Outotec’s ability to fulfil its obligations under the Notes as well as the market price and value of the
Notes.
Operations in emerging markets may present risks that are not encountered in countries with well-established
economic and political systems, including economic instability and a potential difficulty to anticipate future
business conditions in these markets. These market conditions, which can change rapidly, may cause delays
in the placement of orders for projects that have already been awarded, thereby subjecting Outotec to volatile
markets.
Some of Outotec’s projects are carried out in regions that could be affected by epidemics, natural disasters,
armed conflicts or terrorist attacks. There is no assurance that Outotec’s exposure to such conditions would
not have a material adverse effect on its business, financial condition and results of operations and future
prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price
and value of the Notes.
The Issuer may face risks related to regulatory changes and foreign legal and tax systems that could
adversely affect the Issuer
Certain countries in which Outotec operates may have less developed legal systems and less strict legal
enforcement mechanisms than industrialized countries with more developed economies. This may result in
risks such as effective and available legal redress offered by the courts of such jurisdictions, whether in
respect of a breach of law or regulation or in an ownership dispute, being more difficult to obtain, a higher
degree of discretion on the part of governmental authorities, the lack of judicial or administrative guidance on
interpreting applicable rules and regulations, inconsistencies or conflicts between and within various laws,
regulations and decrees, or relative inexperience of the judiciary and courts in such matters. Also, the
protection of intellectual property rights may be less developed and less strictly enforced in these countries.
There is no assurance that Outotec or its joint ventures or their licenses, license applications or other legal
arrangements or the effectiveness of the enforcement thereof will not be adversely affected by the actions of
government authorities or other parties. Outotec’s operations also expose it to changes in foreign regulations.
The imposition of adverse new legislation or unexpected taxes or other payments on revenues in these
markets or the introduction of exchange controls as well as other restrictions by foreign governments could
have a material adverse effect on Outotec’s business, financial condition and results of operations and future
prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price
and value of the Notes.
In addition, the operations of Outotec as well as its customers, subcontractors and consortium partners are
subject to extensive environmental protection laws, which may be subject to change. Outotec may be subject
to liabilities for, among other things, environmental contamination, if Outotec, its customers or
subcontractors do not comply with laws regulating, for example, hazardous substances, and such liabilities
can be substantial. Further, some of the financing received or applied for by Outotec or its customers may be
conditional upon or subject to covenants relating to compliance with relevant environmental laws and
regulations.
Outotec operations are globally networked together and individual projects are serviced by group's operations
in several countries. This may increase risks relating to import and export duties and other indirect and direct
tax rulings. Outotec's projects may require establishing a permanent tax residence in the project execution
country. The interpretation of tax residence may change and this could result in additional taxes payable. The
consistence of interpretation of tax rulings could vary in many countries where Outotec operates and this
could result in unexpected taxes.
Outotec’s failure to comply with applicable laws and regulations could also give rise to damage to Outotec’s
reputation, which may substantially harm Outotec’s business prospects and which could have a material
adverse effect on Outotec’s business, financial condition and results of operations and future prospects and
thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price and value of
the Notes.
37
Labor disputes and adverse employee relations could interfere with the Issuer’s operations
Some of Outotec’s principal domestic and foreign operations and subcontractors are located in areas of high
union concentration or in jurisdictions with laws favorable to unionization. There can be no assurance that
any disputes, work stoppages or strikes will not arise in the future. In addition, many of Outotec’s customer
projects may be located in highly unionized countries and such customer projects are susceptible to strikes or
other organized union activity that may be caused by factors outside Outotec’s control. Even though there
have been no major labor disputes in the history of Outotec, there can be no assurance that such disputes
which could have a material adverse effect on Outotec’s business, financial condition and results of
operations and future prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as
well as the market price and value of the Notes, would not arise in the future.
Risks related to the Issuer’s business
Uncertainty related to awarded deliveries and commencement of projects could adversely affect the Issuer
Many of Outotec’s contracts are awarded following a competitive bidding process. Outotec may expend
significant resources, both in management time and in financial resources, on bidding for projects that it is
not subsequently awarded. In addition, Outotec has a number of projects for which there are signed contracts
in place but the effectiveness of which is subject to various conditions relating to, among other things,
advance payments or regulatory permits, and the fulfillment of such conditions may be outside the control of
Outotec and/or its customers. It is possible, for example, that Outotec’s customer does not pay a required
advance payment due to lack of financial resources or the customer may be delaying the payment for other
reasons. The customer may also not necessarily have the required environmental permits in place, which may
suspend the commencement of a project. Outotec is also dependent on the content of feed material provided
by its customers in order to select and design the optimum process and describe parameters for given
performance guarantees. The ability of Outotec or its customers to fulfill such conditions and to convert
signed agreements into completed projects cannot be guaranteed and, therefore, Outotec’s order backlog only
includes projects for which all such conditions have been fulfilled.
Outotec possesses certain technologies that produce license fee income. Lack of deliveries of such
technologies reduces the amount of license fee income and subsequently the gross margin. Uncertainties
described above related to the awarding of deliveries and commencement of projects may, if effected, have a
material adverse effect on Outotec’s business, financial condition and results of operations and future
prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price
and value of the Notes.
The Issuer could be adversely affected by cost overruns due to fixed price contracts
Outotec has fixed price contracts, according to which Outotec is obliged to construct a plant or supply
processing equipment for a fixed price operating according to the agreed specifications. Under a partially
fixed price contract, the parties agree upfront on the elements of the project for which the costs are fixed and
those for which costs will be reimbursed by the customer. Outotec aims to carefully estimate the costs
associated with each of its projects. It also makes allowances for unexpected contingencies and thereto
related costs that may arise in connection with a given project. However, cost overruns can occur as a result
of the inherent risks of the construction of a facility or the supply of equipment. Such cost overruns can be
significant and, particularly in case of fixed price contracts, may result in substantial losses to Outotec, thus
having a material adverse effect on Outotec’s business, financial condition and results of operations and
future prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the
market price and value of the Notes.
The Issuer could face risks related to delays, suspension, termination and alteration of contracts that
could adversely affect the Issuer
Outotec’s projects and other business operations may be subject to suspension or termination of contracts
when Outotec has already committed to costs in relation to the project. Although under such circumstances
38
Outotec is typically compensated for its direct costs and expenses, customers may not be liable to
compensate for any loss of profit caused by such suspension or termination.
In some of Outotec’s contracts there are no explicit restrictions on the customer’s ability to assign the rights
arising under the contract to third parties. Thus Outotec cannot be certain of the solvency of the customer
which has become a party to the contract due to an assignment. Outotec’s customer contracts may also permit
the customer to vary the agreed scope of work subject to a change order mechanism. Outotec strives to
observe the variations in the change order mechanism in its contracts. However, Outotec may, on occasion,
be required to renegotiate the terms or scope of such contracts, which may result in the imposition of terms
less favorable for Outotec than the previous terms.
Suspensions or premature termination of customer contracts, liabilities and costs arising from delayed or
cancelled projects, unfavorable terms in renegotiated contracts, obligations realized as a result of
performance guarantees, joint and several liability obligations and liability transfer prohibitions could have a
material adverse effect on Outotec’s business, financial condition and results of operations and future
prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price
and value of the Notes .
The Issuer is dependent on external suppliers and information systems which could adversely affect the
Issuer
During the course of its customer projects Outotec is dependent on the availability of certain key raw
materials, components and finished products as well as the availability of services of outside contractors,
business partners and employees. Moreover, Outotec is dependent upon the ability of its suppliers to provide
such raw materials, components, finished products and services that meet the specifications, quality
standards, delivery schedules and estimated costs set forth by Outotec as well as regulatory requirements. In
some cases there are only a limited number of suitable suppliers available for certain products or services,
which increases Outotec’s dependence on external parties over which it has no control. Outotec also needs to
procure the key raw materials, components, finished products and services at competitive prices from its
suppliers and a challenging business environment may impact the payment terms of the suppliers. Although
Outotec strives to uphold a broad supplier network in order to reduce the risks arising from individual
suppliers’ potential difficulties, such difficulties could adversely affect production schedules and Outotec’s
reputation, which could have a material adverse effect on Outotec business, financial condition and results of
operations and future prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as
well as the market price and value of the Notes.
Information technology is significant to Outotec’s business operations and Outotec’s operations are to a large
extent based on technologies and know-how developed by the Company itself. The amounts invested in
information systems are substantial and should the benefits strived for through such investments not
materialize, the Company may have to write off part of the investments. The management and protection as
well as the development of the information systems thus constitute a material part of Outotec’s business.
Outotec is not aware of any material issues which would threaten Outotec’s information systems and
solutions. However, a part of Outotec’s information system services are offered by other companies due to
which these services are exposed to risks connected with the availability of such services. The
implementation of substituting services in a situation where the availability of the service provided by a third
party is interrupted can take time and cause interruptions to the business, which could have a material adverse
effect on Outotec’s business, financial condition and result of operations and future prospects and thereby, on
Outotec’s ability to fulfil its obligations under the Notes as well as the market price and value of the Notes.
The Issuer may face risks related to its ability to complete large and complex customer projects
As the projects and services underlying Outotec’s contracts are often international, large, complex and of
high value, Outotec’s sales may at times depend on a limited number of large projects. When purchasing a
plant as a turnkey delivery the customer can give a clearer total liability to one supplier. In a large scale
project the end result may in this way be easier for the customer to foresee and acquiring financing for the
project may be easier. The consolidation of customer companies into even larger entities may also lead to a
further widening of the scope of Outotec’s deliveries. It is, nevertheless, possible that Outotec will have to
39
decline a large turnkey delivery, should this delivery form too large a portion of Outotec’s order backlog and
the risk of carrying out the project grow to be too significant.
The success of Outotec to complete its projects is largely dependent on its ability to assign an appropriate
number of qualified personnel to each project. It is also customary that Outotec gives its customers
performance guarantees related to projects or delivered solutions and services. Under certain contracts,
Outotec may be held liable for certain events relating to the implementation of such contracts even when the
occurrence of these events is beyond the control of Outotec. Should Outotec, for instance due to a designing
error or due to a reason dependent on its products or employees, fail in its project implementation, this may
also, in the short run, have a significant effect on Outotec’s possibilities of getting corresponding orders from
its customers in the future. A failure to implement or complete a major customer project by Outotec could
have a material adverse effect on Outotec’s business, financial condition and results of operations and future
prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price
and value of the Notes .
The predictability of the Issuer’s earnings based on its order backlog may vary
Outotec reports its order backlog in connection with its annual reports and interim reports. During the six
months ended on 30 June 2013, Outotec’s order intake amounted to EUR 856.7 million, and Outotec’s order
backlog was EUR 1,761.3 million as at 30 June 2013. The order backlog, that includes only projects for
which the conditions determining the entry into force of the order have been fulfilled, usually extends over
several financial years, and its composition and potential impact on profitability may vary over time
depending on the nature and pricing of projects included in the order backlog. The order backlog may not
necessarily be fully indicative of Outotec’s future sales or earnings. Suspensions and delays are not
uncommon with respect to contracts in Outotec's backlog, and contracts are occasionally cancelled. In case
Outotec experiences significant suspensions, delays or cancellations of contracts in its order backlog, this
could have a material adverse effect on Outotec’s business, financial condition and results of operations and
future prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the
market price and value of the Notes.
The Issuer could face professional liability for engineering defects or environmental matters
In case of an accident or injury resulting from equipment or structures related to the engineering services
provided by Outotec or failure in such equipment or structures, a claim for an engineering design defect
brought against the owner or operator of the equipment can also result in a claim against Outotec. In certain
jurisdictions where Outotec operates, environmental and workers’ compensation liability may be assigned to
Outotec as a matter of law. For example in situations of right of recourse, customers, subcontractors and
potential consortium partners may not have adequate financial resources to meet their indemnity obligations,
if any, towards Outotec. It is also possible, that claims relating to product liability are presented against
Outotec. Outotec seeks to ensure, to the extent possible, that it has sufficient insurance coverage against
potential product liability risks.
Despite thorough advance risk management processes, losses may derive from risks not necessarily
addressed in Outotec’s indemnity agreements or insurance policies, and it may not necessarily be possible for
Outotec to obtain adequate insurance against all risks on commercially reasonable terms. Engineering
services supplied by Outotec are also subject to the hazards inherent in providing construction services,
including, for example, fire, explosion or various natural phenomena. These hazards can cause personal
injury and loss of life, business interruptions, property damage, equipment failure, pollution and
environmental damage. Failure to effectively cover Outotec against risks caused by any of the above reasons
could expose Outotec to substantial costs and that could potentially lead to material losses, which could have
a material adverse effect on Outotec’s business, financial condition and results of operations and future
prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the market price
and value of the Notes.
40
Any failures in the Issuer’s business development, integration of acquired businesses or implementing the
new business structure could adversely affect the Issuer
Outotec seeks to take into account in its planning and business operations the opportunities to develop or
acquire new technologies, solutions or services for the use of Outotec’s existing customers or served
industries, and the opportunities to apply its existing technologies for new purposes or in new industries. The
long-term development of Outotec’s business is affected by business development risks that are related to
correctness of market intelligence or unanticipated changes in market conditions, research and development
activities and commercialization of technologies. Failure to develop new competitive technologies could
result in uncompetitive offering portfolio and reduce the Company’s sales. The development and
commercialization of new technologies may also take a long time and involve risks related to Outotec’s
brand and market position.
Investments made during the development phase of new technologies may also need to be written off in
connection with larger product development projects, in which such investments may have been capitalized,
in the event the intended technical and/or financial objectives of such projects are not reached. This could
have material adverse effect on Outotec’s financial performance. Additionally, business development risks
include risks related to the customer industries, such as the supply and availability of metals, minerals and
energy. The continuing development of Outotec’s personnel is critical for Outotec’s business development.
Risks related to business development also include corporate acquisitions and risks relating to the integration
of the acquired companies and businesses.
As of 1 July 2013 Outotec has changed its corporate operating model and business structure in order to
accelerate Outotec's transformation into a full life cycle solutions provider and to enhance value creation for
customers and shareholders. These changes aim to promote continuous profitable growth in line with the
Company's long term financial targets. However, there are no guarantees that Outotec will be successful in
implementing the transformation process as planned and thus to achieve the planned benefits of the new
business structure.
While Outotec’s management believes that Outotec’s business development procedures are appropriate in the
current circumstances, there can be no assurance that such procedures are successful. Any failure in
Outotec’s business development, integration of acquired businesses or implementing the new business
structure could have a material adverse effect on Outotec’s business, financial condition and results of
operations and future prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as
well as the market price and value of the Notes.
Loss of or inability to attract professional management and key personnel and legal risks relating to
fraudulent actions could adversely affect the Issuer
Outotec’s ability to continue to maintain and grow its business and to provide high-quality technologies and
services will depend, to a large extent, upon its ability to retain, develop, train and motivate the management
and other experts in its service as well as to hire qualified and experienced new personnel. Competition for
qualified personnel is intense at all areas in which Outotec operates and may become increasingly intense in
the future. The termination of the employment relationship of any member of Outotec’s management or other
key employees or the inability of Outotec to attract and retain sufficiently qualified personnel as well as
inability to empower personnel to focus on customers needs to achieve Outotec’s global and local goals
could have a material adverse effect on Outotec’s business, financial condition and results of operations and
future prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as well as the
market price and value of the Notes.
Fraudulent acts like misconduct and crime by any of Outotec’s employees or other parties could also have a
material adverse effect on Outotec despite Outotec’s efforts to prevent such action through the development
and implementation of compliance and fraud programs, code of conduct and related policies.
41
Inability to use and protect the intellectual property rights related to Outotec’s operations could adversely
affect the Issuer
Intellectual property rights (“IPR”) are a key element of Outotec’s business. All types of IPRs are considered
to be important business assets for the Company. Persons belonging to IPR Management, a part of Outotec’s
Technology management function, are responsible for applying and maintaining patents, registering and
maintaining trademarks, managing inventions, coordinating outside patent counsels, remitting payments and
assisting in IPR disputes. In addition to the ownership of numerous patents, patent applications, utility
models, trademarks and internet domain names, Outotec is also a proprietor of other officially registered
IPRs and non-registered rights such as trade secrets, copyrights, and agreements.
Outotec’s investment in IPR management aims at creating competitive advantage. The goal is to protect
Outotec’s technologies and products in their main market areas and in market segments where patents are an
important part of the business. Competitive advantage is also supported by active follow-up on competitors’
IPR activities and competing technologies. Outotec protects the rights relating to inventions, products,
technologies, and R&D results against competitors’ hostile activities, to prevent infringements and to
promote Outotec’s image as an innovative company.
Outotec’s success is largely based on the solutions and services it has developed or acquired and continues to
develop or acquire, and related IPRs which Outotec owns in whole or in part. In addition, Outotec is to some
extent dependent on certain other companies as it uses technologies licensed by these companies and thereby
is subject to risks relating to, among others, the validity of such licensing arrangements. Outotec is also to
some extent dependent on certain IPRs owned by some of its subcontractors.
Outotec employs an advanced IPR protection process and relies principally on patents (including patent
applications), nondisclosure agreements and other contractual arrangements and, to a lesser extent, trademark
laws, to protect its IPRs. There are currently no significant outstanding infringement claims against Outotec.
Outotec is not aware of any significant threatened infringement claims or similar proceedings. Despite the
aforementioned, a successful intellectual property rights infringement claim or other similar proceeding
against Outotec or the inability of Outotec to protect its proprietary information and enforce its IPRs through
infringement proceedings could have a material adverse effect on Outotec’s business, financial condition and
results of operations and future prospects and thereby, on Outotec’s ability to fulfil its obligations under the
Notes as well as the market price and value of the Notes.
The insurance coverage taken out by the Issuer may turn out to be insufficient in certain situations
Outotec acquires insurances covering all or part of the group companies’ insurance needs, depending on the
type of insurance. Furthermore, the group companies acquire local insurances on a case-by-case basis in
separately defined areas and as part of specific delivery contracts. General liability insurance is the most
important type of insurance and a significant part of insurance premiums paid annually relate to risks covered
by such insurance. Outotec has property damage and business interruption insurance cover on areas where it
has productive activities, which, according the view of the management, is considered adequate. Other key
insurance types include credit risks which are insured on a case-by-case advance assessment.
Although Outotec believes that it carries adequate insurance with respect to its operations and that said
insurance coverage corresponds to the general industry practice, under certain circumstances Outotec’s
insurance may not necessarily cover at all or adequately cover the direct or indirect consequences of
occurrences related to the operations of the Company. It may be that insurance coverage is not necessarily
available for each of the risks faced by Outotec. In addition, Outotec’s insurance policies may be subject to
deductibles or franchises, as the case may be, and possible remedial requirements that affect the final amount
of possible insurance indemnities. Although it has been Outotec’s policy to cover the risks relating to its
operations through contractual limitations of liability, indemnities and insurances, they may not always give
sufficient economic safety against the risks.
Outotec may, following a cost-benefit analysis, elect to not insure certain risks on the grounds that the
amount of premium payable, terms of insurance or deductibles are excessive or otherwise unfair when
compared to the potential benefit to Outotec from the insurance coverage. In addition, there is a risk that
42
insurance premiums may increase to such a high level or the insurance policies change so materially that
Outotec considers them inappropriate or not in its interests to maintain insurance coverage at its existing
level. Potential insufficiencies in Outotec’s insurance coverage could have a material adverse effect on
Outotec’s business, financial condition and results of operations and future prospects and thereby, on
Outotec’s ability to fulfil its obligations under the Notes as well as the market price and value of the Notes.
The Issuer could become liable for environmental or other damage relating to its projects and project sites
Outotec’s plant deliveries may carry a supplier liability, which generally terminates at a certain time after the
construction and commissioning of a plant. During the construction and commissioning there may occur
accidents involving environmental damage or personal injury, and litigation arising from such accidents may
result in Outotec being named a defendant in lawsuits asserting potentially large claims. Severe damage to
human health, the environment or property or disruption in production could also be caused by accidents on a
site where Outotec has delivered a plant. Such accidents could result in lawsuits towards Outotec as a
technology provider, which, in turn, could lead to significant liabilities. There can be no assurance that an
accident and/or environmental damage occurring during project execution or later at a project site will not
result in claims against and result in liabilities on the part of Outotec for the accident and/or damage in
question, which could, in turn, have a material adverse effect on Outotec’s business, financial condition and
results of operations and future prospects and thereby, on Outotec’s ability to fulfil its obligations under the
Notes as well as the market price and value of the Notes.
Financial risks
The following describes the most significant financial risks in Outotec’s business. Financial risks are divided
into market, credit and liquidity risks. The market risks which are the most relevant to Outotec result from
changes in currency and interest rates.
The Issuer may be exposed to foreign exchange rate risks
Foreign exchange rate risk is the result of the price changes between different currencies. The risk may be
reflected for example as a change in the value of the cash flows or balance sheet items that are in a currency
other than the domestic currency of the Company. The Company exposes itself to the risk if the items in
question are not hedged. Currency risks are Outotec’s greatest market risk and they may also have a
significant effect on the profit, cash flow and balance sheet of Outotec.
The Issuer’s operations involve interest rate risks
An interest rate risk is the result of the effect of changes in interest rates on the value of financing instruments
or their profits and expenses. Outotec disperses its loans in fixed and floating rate instruments and total
interest rate risk position is stabilized by changing the portion of fixed and foreign currency denominated
debts.
Additionally, Outotec may use interest rate derivative instruments to control interest rate risks. The total
nominal value of interest rate swaps was EUR 40 million on 30 June 2013 (30 June 2012: no interest rate
swaps). The purpose of this derivative is to swap floating interest rate exposure of a term loan into fixed rate.
A significant part of the financial investments have short-term interest rate as a reference rate. On 30 June
2013 Outotec had EUR 293.7 million of cash and cash equivalent funds (30 June 2012: EUR 393.7 million),
majority of which is invested in short-term money market instruments. The advance payments received from
projects in the emerging markets and the related financial investments occasionally cause interest rate risks.
The Issuer may be exposed to risks regarding the availability and cost of financing
Uncertainty in the financial market may mean that the price of the financing needed in order to carry out
Outotec’s business will increase and that it may not be as readily available as previously. Adverse
development in the credit markets and tightening regulation of the banks, as well as other adverse future
developments in the financial markets, may negatively impact Outotec’s ability to raise additional funds as
43
well as the costs and other terms of funding. The failure to obtain sufficient funding for operations or
increased costs or unfavourable terms of financing could have a material adverse effect on Outotec’s
business, financial condition and results of operations and future prospects and thereby, on Outotec’s ability
to fulfil its obligations under the Notes as well as the market price and value of the Notes.
Outotec is also dependent on availability of other financial facilities, including but not limited to commercial
guarantee and foreign exchange credit lines in order to operate and grow successfully. Unavailability of these
credit lines could have a material adverse effect on Outotec’s business, financial condition and results of
operations and future prospects and thereby, on Outotec’s ability to fulfil its obligations under the Notes as
well as the market price and value of the Notes.
An increasing number of Outotec’s customers have requested export credits for their projects and their
demand has increased based on the total value of export guarantee applications related to Outotec’s sales
projects. Potential export credit restrictions may even further complicate and lengthen sales negotiations with
customers and the effectiveness of deliveries. Also other restrictions in the availability of financing and
changes to scopes and prices of projects in the offer stage may have a corresponding effect on the launching
and completion of customer projects.
The Issuer may be exposed to credit (default) risks
Credit risk arises from the potential failure of a counterparty to meet its payment obligations. Credit risks can
be further divided into country risk and counterparty risk. Outotec may be exposed to credit risks through
sales contracts and other business (for example, trade receivables and other receivables), but also through
money market investments and hedging instruments.
Outotec’s projects and other business operations are subject to default risks arising from or as a result of, for
example, non-payment of customers, suspension of contracts or termination of contracts when Outotec has
already committed to costs in relation to the project, unjustifiable calling of on-demand commercial bank
guarantees provided in connection with similar projects and non-performance of suppliers. In addition,
default risks or counterparty risks arise in conjunction with cash investments and hedging instruments entered
into in connection with projects. Some of Outotec’s customer contracts may, subject to certain terms being
met, be suspended or terminated at the decision and notification of the customer at any time. The
materialization of any such risks could have a material adverse effect on Outotec’s business, financial
condition and results of operations and future prospects and thereby, on Outotec’s ability to fulfil its
obligations under the Notes as well as the market price and value of the Notes.
Potential future impairments of goodwill could have material adverse effect on the Issuer
Substantial amount of Outotec’s assets are in goodwill and intangible assets. The total value of intangible
assets on 30 June 2013 was EUR 333.8 million (30 June 2012: EUR 305.1 million). There is a risk that due to
for example weaker business outlook and market conditions Outotec may have to make asset impairments
which depending on the amount impaired, could have a material adverse effect on Outotec’s business,
financial condition and results of operations and future prospects and thereby, on Outotec’s ability to fulfil its
obligations under the Notes as well as the market price and value of the Notes.
The Issuer’s operations involve liquidity risks
Liquidity risks are related to the availability of cash instruments to meet financial obligations. Outotec’s
liquidity is created through a combined effect of operative cash flows, disposable liquid assets and credit
lines. Outotec seeks to ensure sufficient liquidity through a combination of cash management, liquid
investment portfolios, and committed and uncommitted credit facilities.
The main objective of Outotec’s financial risk management and related financial risk policy is to mitigate the
effect of fluctuations of currency exchange rates and interest rates as well other uncertainties to the profit and
to ensure adequate liquidity. As a main principle, Outotec’s business units hedge their identified market risks
by entering into agreements with the group treasury, which enters into most of the group’s third party
financial contracts with banks and other financial institutions. All of the asset management investments
44
related to liquidity management are made in liquid money market instruments with, as a starting point, low
credit risk and within the limits of preagreed credit limits and maturities. In particular, as regards advance
payments of projects, cash reserves may be invested in the local money markets in emerging economies. Any
failures in the liquidity management could have a material adverse effect on a material adverse effect on
Outotec’s business, financial condition and results of operations and future prospects and thereby, on
Outotec’s ability to fulfil its obligations under the Notes as well as the market price and value of the Notes.
Risks related to the Notes
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or referred to in the Prospectus;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes;
and
(iv) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Investors are exposed to credit risk in respect of the Issuer and may lose their investment in the Notes
Investors in the Notes are exposed to a credit risk in respect of the Issuer. The investor’s possibility to receive
interest payments and payments of principal under the Notes is thus dependent on the Issuer’s ability to fulfill
its payment obligations, which in turn is to a large extent dependent on developments in the Issuer’s business
and the Issuer’s financial performance. Should the Issuer become insolvent during the term of Notes,
investors may lose interest payable on and the principal amount of the Notes in whole or part.
There is no rating for the Issuer or the Notes
Neither the Issuer nor the Notes are currently rated by any rating agency and the Company does not intend to
seek rating for the Notes in the future.
The Notes are not guaranteed or covered by any security
The Notes are not obligations of anyone other than the Issuer and they are not guaranteed by any person or
entity. No one other than the Issuer will accept any liability whatsoever in respect of any failure by the Issuer
to pay any amount due under the Notes.
The Notes are unsecured debt instruments and the Noteholders would be unsecured creditors in the event of
the Issuer’s bankruptcy or other insolvency proceeding. Accordingly, the prospects of the Issuer may
negatively impact the liquidity and the market price of the Notes and may increase the risk that the
Noteholders will not receive prompt and full payment, when due, for interest, principal and/or any other
amounts payable to the Noteholders pursuant to the Notes from time to time.
45
The Notes contain no covenants on the Issuer’s financial standing or operations
The Terms and Conditions of the Notes do not contain covenants concerning the Issuer’s financial standing
or operations except as set forth in Condition 8 “Change of Control”, Condition 9 “Negative Pledge” and
Condition 10 “Events of Default” of the Terms and Conditions of the Notes, which grant the Noteholders
certain rights in certain limited circumstances. The Terms and Conditions of the Notes do not restrict the
Issuer’s ability to enter into a merger, demerger, asset sale or other significant transaction that could
materially alter the Issuer’s existence, legal structure of organization or regulatory regime and/or its
composition and business. If the Issuer was to enter into such a transaction, Noteholders could be negatively
impacted. Furthermore, the Change of Control Condition does not restrict any of the current shareholders of
the Issuer from disposing any or all of their shareholdings.
Active trading market for the Notes may not develop
The Notes constitute a new issue of securities and there has been no prior public market for the Notes.
Although application will be made to list the Notes on the Helsinki Stock Exchange, there can be no
assurance that such application will be approved. Further, even if the listing application is approved, there
can be no assurance that a liquid public market for the Notes will develop, and even if such a market were to
develop, neither the Issuer nor the Arrangers are under any obligation to maintain such a market. In the
absence of a secondary market, Notes may be difficult to sell at a satisfactory market price and the investor
should be aware that he may realize a loss upon sale if Notes are sold prior to the Repayment Date. Even if
the Notes are listed on an exchange, trading in the Notes will not always take place. Thus, it may be difficult
and costly for the holder of the Notes to sell Notes within a short time frame, or at all, and it may be difficult
for the holder to obtain a price that is equivalent to the price obtainable for securities that are traded in a
liquid secondary market.
The liquidity and the market price for the Notes can be expected to vary with changes in market and
economic conditions, the financial condition and prospects of the Issuer and other factors that generally
influence the market prices of securities. Such fluctuations may significantly affect the liquidity and the
market price of the Notes, which may trade at a discount to the price at which the holder of Notes invested in
the Notes.
Since the Notes bear interest at a fixed interest rate, movements in market interest rates can adversely
affect the value of the Notes
The Notes bear interest on their outstanding principal amount at a fixed interest rate. A holder of a security
with a fixed interest rate is exposed to the risk that the value of such security could fall as a result of changes
in the market interest rate. While the nominal compensation rate of a security with a fixed interest rate is
fixed during the life of such security or during a certain period of time, the current interest rate on the capital
market (market interest rate) typically changes on a daily basis. If the market interest rate increases, the value
of such a security typically falls, until the yield of such security is approximately equal to the market interest
rate. If the market interest rate falls, the value of a security with a fixed interest rate typically increases, until
the yield of such a security is approximately equal to the market interest rate. Consequently, the holders of
Notes should be aware that movements of the market interest rate can adversely affect the value of the Notes
and can lead to losses for the holders of Notes if they sell their Notes.
The Issuer may issue additional debt and/or grant security
Except as set out in Condition 9 “Negative Pledge” of the Terms and Condition of the Notes, the Issuer is not
prohibited from issuing further notes or incurring other debt ranking pari passu or senior to the Notes or
restricted from granting any security on any existing or future debts. Such issuance or incurrence of further
debt or granting of security may reduce the amount recoverable by the Noteholders upon the winding-up or
insolvency of the Issuer.
46
The Notes carry no voting rights at the Issuer’s General Meetings of Shareholders
The Notes carry no voting rights with respect to the general meetings of shareholders of the Issuer.
Consequently, in the Issuer’s general meetings of shareholders the holders of notes cannot influence any
decisions by the Issuer to redeem the Notes or any decisions by the Issuer’s shareholders concerning, for
instance, the capital structure of the Issuer.
Laws and practices applicable to the Notes may change
The Notes are issued under Finnish law in force on the issue date. Any new statutes, ordinances and
regulations, amendments to the legislation or changes in application of the law (including any amendments to
or changes in application of tax laws or regulations) after the issue date may affect the Notes and/or have a
material adverse effect on the Issuer, which could affect the Issuer’s ability to fulfill its obligations under the
Notes as well as the market price and value of the Notes.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for
various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
The Issuer may have a right or obligation to redeem and purchase the Notes prior to maturity
As specified in the Terms and Conditions of the Notes, the holders of Notes are entitled to demand premature
repayment of the Notes in case of an Event of Default (see Condition 10) and a Change of Control (see
Condition 8). Such premature repayment may have a material adverse effect on the Issuer’s business,
financial condition, results of operations and future prospects and, thereby, on the Issuer’s ability to fulfill its
obligations under the Notes of such holders of Notes who elect not to exercise their right to get their Notes
prematurely repaid as well as the market price and value of such Notes.
In addition, as specified in the Terms and Conditions of the Notes, the Issuer may at any time purchase Notes
in any manner and at any price prior to maturity. Only if such purchases are made through a tender offer,
such offer must be available to all holders of Notes alike. The Issuer is entitled to resell or nullify the Notes at
its discretion. Consequently, a holder of Notes offering Notes to the Issuer in connection with such purchases
may not receive the full invested amount. Furthermore, a holder of Notes may not have the possibility to
participate in such purchases. The purchases whether through tender offer or otherwise may have a
material adverse effect on the Issuer’s business, financial condition, results of operations and future prospects
and, thereby, on the Issuer’s ability to fulfill its obligations under the Notes to such holders who do not
participate in the purchases as well as the market price and value of such Notes.
Furthermore, in case at least seventy-five (75) per cent of the aggregate nominal principal amount of the
Notes has been repaid pursuant to a demand by the holders of Notes based on a Change of Control of the
Issuer, the Issuer is entitled to prepay also the remaining outstanding Notes by notifying the holders of Notes
of such prepayment. Such early repayment initiated by the Issuer may incur financial losses or damage,
among other things, to such holders of Notes who had prepared themselves to have the amount of the Notes
invested until the contractual final maturity of the Notes.
The Issuer is not obliged to compensate for withholding tax on the Notes
In the event of withholding taxes are imposed in respect of payments to holders of Notes on amounts due
pursuant to the Notes, the Issuer is neither obliged to gross-up or otherwise compensate holders of Notes for
the lesser amounts the holders of Notes will receive as a result of the imposition of withholding taxes nor
entitled to a premature redemption of the Notes.
47
Amendments to the Notes bind all holders of Notes
The Terms and Conditions of the Notes may be amended in certain circumstances, with the required consent
of a defined majority of the holders of Notes. The Terms and Conditions contain provisions for calling
NoteholdersMeetings to resolve on matters affecting the interests of the holders of Notes generally. These
provisions permit defined majorities to bind all holders of Notes including holders of Notes who did not
participate and vote at the relevant meeting and holders of Notes who voted in a manner contrary to the
majority.
Rights to payments that have not been claimed within three years are prescribed
In case any payment under the Notes has not been claimed within three (3) years from the original due date
thereof, the right to such payment shall be prescribed. Such prescription may incur financial losses to such
holders of Notes who have not claimed payment under the Notes within three (3) years.
The completion of transactions relating to the Notes is reliant on Euroclear Finland’s operations and
systems
The Notes are issued in the book-entry securities system of Euroclear Finland, and consequently, no physical
securities will be issued. The Notes are dematerialized securities and title to the Notes is recorded and
transfers of the Notes are affected only through the relevant entries in the book-entry system and registers
maintained by Euroclear Finland and its account operators. Therefore, timely and successful completion of
transactions relating to the Notes depends on the fact that the book-entry securities system is operational.
Any malfunction or delay in the book-entry securities systems or failure by any party to the system may
result in the transaction not to take place as expected or to be delayed, which may cause financial losses or
damage to the holders of Notes whose rights are depended on the timely and successful completion of the
transaction. The Issuer, the Arrangers or any other third party will not assume any responsibility for the
timely and full functionality of the book-entry securities system.
During the term-to-maturity of the Notes, Euroclear Finland’s systems to process the Notes are likely to be
changed materially due to the introduction of the Target 2 securities platform of the European System of
Central Banks. Any malfunction or delay in the book-entry securities system or any failure by any relevant
party may result in any transaction involving the Notes not taking place as expected or being delayed, which
may cause financial losses or damage to the Noteholders whose rights depended on the timely and successful
completion of the transaction.
The Company or any other third party will not assume any responsibility for the timely and full functionality
of the book-entry securities system. Payments under the Notes will be made in accordance with the laws
governing the book-entry securities system, the rules of Euroclear Finland and the Terms and Conditions of
the Notes. For purposes of payments under the Notes, it is the responsibility of each investor to maintain with
its respective book-entry account operator up to date information on applicable bank accounts.
48
RESPONSIBILITY FOR THE PROSPECTUS
Outotec Oyj
Business identity code: 0828105-8
Registered office: Espoo, Finland
Address: Puolikkotie 10, PO Box 86, 02230, Espoo, Finland
STATEMENT REGARDING THE PROSPECTUS
The Company has furnished the information in this Prospectus and accepts responsibility for the
completeness and accuracy of the information presented herein. The Company declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of
its knowledge, in accordance with the facts and contains no omission likely to affect its import.
INFORMATION DERIVED FROM THIRD PARTY SOURCES
Where certain information contained in the Prospectus has been derived from third party sources, such
sources have been identified herein. Such third party information has been accurately reproduced herein and
as far as the Company is aware and is able to ascertain from information published by that third party, no
facts have been omitted which would render the reproduced information inaccurate or misleading.
MARKET INFORMATION
This Prospectus contains estimates regarding the market position of Outotec. Such information is prepared by
Outotec based on third-party sources and Outotec’s own internal estimates. In many cases, there is no
publicly available information on such market data. Outotec believes that its estimates of market data and
information derived therefrom are helpful in order to give investors a better understanding of the industry in
which it operates as well as its position within this industry. Although Outotec believes that its internal
market observations are fair estimates, they have not been reviewed or verified by any external experts and
Outotec cannot guarantee that a third-party expert using different methods would obtain or generate the same
results.
AVAILABILITY OF THE PROSPECTUS
This Prospectus is available as of 16 September 2013 at the website of the Company at
http://www.outotec.com/Investors/Credit-facilities/ and at the offices of the Company at Puolikkotie 10, FI-
02230, Espoo. In addition, the Prospectus is available as of 16 September 2013 at the reception of the
Helsinki Stock Exchange at Fabianinkatu 14, FI-00100 Helsinki, Finland and at the offices of the Arrangers
at Nordea Bank Finland Plc, Nordea Markets / Institutional Sales, Aleksis Kiven katu 9, 00500 Helsinki,
Finland and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, Investment Banking, Unioninkatu
30, 00100 Helsinki, Finland.
FORWARD-LOOKING STATEMENTS
Certain statements in the Prospectus, including but not limited to certain statements set forth under
“Summary” and “Risk Factors”, “Information about the Issuer” and “Financial Information and Prospects”
are based on the beliefs of the corporate management as well as assumptions made by and information
currently available to the corporate management, and such statements may constitute forward-looking
statements. The words “believe”, “expect”, “anticipate”, “intend” or “plan” and similar expressions identify
such forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of Outotec, or industry results, to
differ materially from any future results, performance or achievements expressed or implied by such forward-
looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to
those discussed in section “Risk Factors” of this Prospectus. Such examples are not exhaustive and new risks
emerge from time to time. Should one or more of these or other risks or uncertainties materialise, or should
49
any underlying assumptions prove to be incorrect, the actual results of operations or financial condition of
Outotec could differ materially from those described herein as anticipated, believed, estimated or expected.
The Company does not intend, and does not assume any obligation, to update any forward-looking
statements contained herein unless required to do so by applicable legislation.
NO CREDIT RATING
The Company or the Notes have not been assigned any credit ratings at the request or with the co-operation
of the Issuer in any rating process. The Company does not intend to seek rating for the Notes in the future.
NO INCORPORATION OF WEBSITE INFORMATION
The contents of Outotecs website or any other website do not form a part of this Prospectus (excluding the
documents incorporated by reference into this Prospectus as set forth in “Information Incorporated by
Reference”), and no person should rely on such information in making their decision to purchase Notes.
OTHER INFORMATION
Financial information set forth in a number of tables in this Prospectus has been rounded. Accordingly, in
certain instances, the sum of the numbers in a column or row may not conform exactly to the total figure
given for that column or row. In addition, certain percentages presented in the tables in this Prospectus reflect
calculations based upon the underlying information prior to rounding and, accordingly, may not conform
exactly to the percentages that would be derived if the relevant calculations were based upon the rounded
numbers.
In this Prospectus, references to “euro” or “EUR” are to the currency of the member states of the EU
participating in the European Economic and Monetary Union.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA (OTHER THAN FINLAND)
This Prospectus has been prepared on the basis that all offers of the Notes in the European Economic Area
(the “EEA”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in the
member states of the EEA, from the requirement to produce a prospectus under the Prospectus Directive for
offers of securities. Accordingly, any person making or intending to make any offer of the Notes within the
EEA should only do so in circumstances in which no obligation arises for the Company or the Arrangers to
publish a prospectus under the Prospectus Directive for such offer. Neither the Company nor the Arrangers
have authorized, nor do they authorize, the making of any offer of securities through any financial
intermediary.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
“Relevant Member State”) an offer to the public of any Notes may not be made in that Relevant Member
State (other than Finland) except that offers to the public in that Relevant Member State may be made
pursuant to the following exemptions under the Prospectus Directive, if they have been implemented in that
Relevant Member State:
(a) to legal entities which are qualified investors as defined under the Prospectus Directive;
(b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the
2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as
defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
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provided that no such offer of Notes shall result in a requirement for the Company or the Arrangers to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and any Notes to be offered so as to enable an investor to decide to purchase any Notes,
as the same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State, the expression “2010 PD Amending Directive” means Directive 2010/73/EU amending
the Prospectus Directive.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
In the United Kingdom, this Prospectus may be distributed only to, and may be directed at, (a) persons who
have professional experience in matters relating to investments falling within Article 19(1) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities
falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully
communicated, falling within Article 49(1) of the Order (all such persons together being referred to as
“relevant persons”). Any person who is not a relevant person should not act or rely on this document or any
of its contents.
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TERMS AND CONDITIONS OF THE NOTES
OUTOTEC EUR 150,000,000 3.75 per cent Notes due 16 September 2020
ISIN CODE FI4000068556
The Board of Directors of Outotec Plc (the “Issuer”) has in its meeting on 23 August 2013 authorised the
Issuer’s management to decide on the issue of senior unsecured notes referred to in Paragraph 1 of Section 34
of the Act on Promissory Notes (622/1947, as amended in 746/1993). Based on the authorization, the Issuer
has decided to issue senior unsecured notes (the “Notes”) on the terms and conditions specified below.
Nordea Bank Finland Plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch will act as
arrangers in connection with the offer and issue of the Notes (the “Arrangers”).
Capitalised terms used in these terms and conditions have the meanings ascribed to them in these terms and
conditions.
1. Principal amount and issuance of the Notes
The principal amount of the Notes is one hundred and fifty million euros (EUR 150,000,000) or a higher
amount, as may be determined by the Issuer.
The Notes will be issued in dematerialised form in the RM-book-entry securities system of Euroclear Finland
Ltd (“Euroclear Finland”) in accordance with the Finnish legislation governing book-entry system and book-
entry accounts as well as the regulations and decisions of Euroclear Finland, and cannot be physically
delivered.
The issue date of the Notes is 16 September 2013 (the “Issue Date”).
The Notes will be offered for subscription in a minimum amount of one hundred thousand euros (EUR
100,000). The principal amount of each book-entry unit (arvo-osuuden yksikkökoko) is one thousand euros
(EUR 1,000). The number of the Notes is one hundred and fifty thousand (150,000) or a higher number if the
Issuer decides to increase the principal amount of the Notes. Each Note will be freely transferable after it has
been registered into the respective book-entry account.
The Issue Administrator (liikkeeseenlaskun hoitaja) of the Notes referred to in the regulations of Euroclear
Finland (the “Issue Administrator”) is Skandinaviska Enskilda Banken AB (publ) Helsinki Branch.
2. Subscription of the Notes
Notes shall be offered for subscription mainly to institutional investors through a book-building procedure
(private placement). The subscription period shall commence and end on 5 September 2013 (the
“Subscription Date”).
Bids for subscription shall be submitted during regular business hours to Nordea Bank Finland Plc, Nordea
Markets / Institutional Sales, Aleksis Kiven katu 9, FI-00020 NORDEA, Finland, telephone +358 9 369
50880 or to Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, Fixed Income Sales, Unioninkatu
30, 00100 Helsinki, Finland, telephone +358 9 6162 8560.
Subscriptions made are irrevocable. All subscriptions remain subject to the final acceptance by the Issuer.
The Issuer may, in its sole discretion, reject a subscription in part or in whole. The Issuer shall decide on the
procedure in the event of over-subscription.
Subscriptions shall be paid for as instructed in connection with the subscription.
Notes subscribed and paid for shall be entered by the Issue Administrator to the respective book-entry
accounts of the subscribers on a date advised in connection with the issuance of the Notes in accordance with
52
the Finnish legislation governing book-entry system and book-entry accounts as well as regulations and
decisions of Euroclear Finland.
3. Issue price
The issue price of the Notes is 99.096 per cent.
4. Interest
The Notes bear fixed interest at the rate of 3.75 per cent per annum. Interest shall be payable annually in
arrears commencing on 16 September 2014 and thereafter on each 16 September (each an “Interest Payment
Date”).
Interest shall accrue for each interest period from (and including) the first day of the interest period to (but
excluding) the last day of such interest period on the principal amount of Notes outstanding from time to
time. The first interest period commences on the Issue Date and ends on the first Interest Payment Date. Each
consecutive interest period begins on the previous Interest Payment Date and ends on the following Interest
Payment Date. The last interest period ends on the Redemption Date (as defined below).
Interest in respect of the Notes will be calculated on the basis of the actual number of days elapsed in the
relevant interest period divided by 365 (or, in the case of a leap year, 366) (Actual/ Actual ICMA).
5. Redemption
The Notes shall be repaid in full at their nominal principal amount on 16 September 2020 (the Redemption
Date”), unless the Issuer has prepaid the Notes in accordance with Condition 8 or 10 below.
6. Status and security
The Notes constitute direct, unsubordinated, unconditional, unguaranteed and unsecured obligations of the
Issuer ranking pari passu among each other and at least pari passu with all other present and future
unsecured and unsubordinated indebtedness of the Issuer, save for such obligations as may be preferred by
provisions of law that are both mandatory and of general application.
The Notes involve a risk of the Issuer’s repayment ability.
7. Payments
Interest on and principal of the Notes shall be paid in accordance with the Finnish legislation governing
book-entry system and book-entry accounts as well as the regulations and decisions of Euroclear Finland.
Should the payment date of interest or principal fall on a date which is not a Business Day (as defined
below), the payment of the amount due will be postponed to the next following Business Day. The
postponement of the payment date shall not have an impact on the amount payable.
In these Terms and Conditions, “Business Day” shall mean a day on which banks in Helsinki are open for
general business and on which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET2) System is open.
8. Change of control
If, after the Issue Date, any person or group of persons acting in concert (as defined below), directly or
indirectly, gains Control (as defined below) of the Issuer, the Issuer shall promptly after having become
aware thereof notify the holders of Notes (the “Noteholders”) of such event in accordance with Condition 13.
53
Upon occurrence of a change of Control, the Issuer shall, on the Prepayment Date (as defined below), prepay
the principal amount of and the interest then accrued on the Notes, but without any premium or penalty, held
by the Noteholders who have required prepayment of Notes held by them by a written notice to be given to
the Issuer no later than fifteen (15) Business Days before the Prepayment Date. Interest on the Notes accrues
until the Prepayment Date (excluding the Prepayment Date).
If Notes representing more than seventy-five (75) per cent. of the aggregate principal amount of the Notes
have been prepaid on the Prepayment Date pursuant to this Condition 8, the Issuer is entitled to prepay also
the remaining outstanding Notes at their principal amount with accrued interest but without any premium or
penalty by notifying the relevant Noteholders in accordance with Condition 13 no later than fifteen (15)
Business Days after the Prepayment Date. Such prepayment may be effected at the earliest on the tenth (10th)
Business Day and at the latest on the sixtieth (60th) Business Day following the date of publication of such
notice.
“acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether
formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly,
of shares in the Issuer, to obtain or consolidate Control of the Issuer;
Control” means either:
(a) ownership of shares of the Issuer representing more than 50 per cent. of the total voting rights
represented by the shares of the Issuer; or
(b) capability of appointing the majority of the board of directors of the Issuer.
“Prepayment Date” means the date falling forty-five (45) Business Days after the publication of the notice
referred to in the first paragraph of this Condition 8.
9. Negative pledge
So long as any Note remains outstanding, the Issuer shall not, and the Issuer shall procure that none of its
subsidiaries (as defined below under Condition 10) will, create any mortgage, charge, lien, pledge or other
security interest to secure any other notes or bonds, debentures, debenture stock or loan stock issued after the
issuance of the Notes that are capable of being listed on a stock exchange or subject to trading in a regulated
market (or create any such security interest to secure any guarantee or indemnity over such notes or other
securities), unless the granting of such security interest is required under Finnish law or other law governing
such notes or bonds, debentures, debenture stock or loan stock, or unless prior to or simultaneously therewith
the Issuer’s obligations under the Notes either (a) are secured equally and rateable therewith or (b) have the
benefit of such other security interest or other arrangement (whether or not it includes the granting of a
security interest) as shall be approved by a resolution of the Noteholders (as referred to in Condition 12
(Noteholders’ Meeting)).
10. Events of default
If an Event of Default (as defined below) occurs, any Noteholder may by a written notice to the Issuer
declare the outstanding principal amount of such Note together with the interest then accrued on such Note to
be prematurely due and payable at the earliest on the tenth (10th) Business Day from the date such notice was
received by the Issuer provided that an Event of Default is continuing on the date of receipt of the notice and
on the specified early repayment date. An Event of Default is continuing if it has not been remedied or
waived. Interest accrues until the early repayment date (excluding the early repayment date).
Each of the following events shall constitute an “Event of Default”:
(a) Non-Payment: Any amount of interest on or principal of the Notes has not been paid within five (5)
Business Days from the relevant due date, unless the failure to pay is caused by a reason referred to in
Condition 14.
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(b) Cross-default: Any outstanding Indebtedness (as defined below) of the Issuer or any of its Material
Subsidiaries (as defined below) in a minimum amount of fifteen million euros (EUR 15,000,000) or
its equivalent in any other currency is accelerated prematurely because of an event of default,
howsoever described, or if any such Indebtedness is not repaid on the due date thereof as extended by
applicable grace period, if any, or if any security given by the Issuer for any such Indebtedness
becomes enforceable by reason of default. A Noteholder shall not be entitled to demand repayment
under this sub-Condition (b) if the Issuer has bona fide disputed the existence of the occurrence of an
Event of Default under this sub-Condition (b) in the relevant court or in arbitration as long as such
dispute has not been finally and adversely adjudicated against the Issuer without any appeal period.
“Indebtedness” means, for the purposes of these terms and conditions, interest bearing debt including
guarantees (whether principal, premium, interest or other amounts) in respect of any notes, bonds or
other debt securities or any borrowed money of the Issuer or any of its Material Subsidiaries.
(c) Negative Pledge: The Issuer does not comply with its obligations under Condition 9 (Negative
Pledge).
(d) Cessation of Business: The Issuer ceases to carry on its current business in its entirety.
(e) Winding-up: An order is made or an effective resolution is passed for the winding-up (in Finnish
“selvitystila”), liquidation or dissolution of the Issuer or any of its Material Subsidiaries except for (i)
actions which are frivolous (in Finnish “perusteeton”) or vexatious (in Finnish “oikeuden
väärinkäyttö”), or (ii) in the case of a Material Subsidiary, on a voluntary solvent basis.
(f) Insolvency: (i) The Issuer or any of its Material Subsidiaries becomes insolvent; (ii) the Issuer or any
of its Material Subsidiaries makes a general assignment or an arrangement or composition with or for
the benefit of its creditors or (iii) an application is filed for it being subject to bankruptcy or re-
organisation proceedings, or for the appointment of an administrator or liquidator of any of the
Issuer’s or its Material Subsidiaries’ assets, save for any such applications that are contested in good
faith and discharged, stayed or dismissed within forty-five (45) days.
“Material Subsidiary” means for the purposes of these terms and conditions, at any time, any subsidiary of
the Issuer:
(a) whose net sales (consolidated in the case of a subsidiary which itself has subsidiaries) or whose total
assets (consolidated in the case of a subsidiary which itself has subsidiaries) represent not less than ten
(10) per cent. of the consolidated net sales or the consolidated total net assets of the Issuer’s group (as
defined below) taken as a whole, all as calculated by reference to the then most recent financial
statements (consolidated or, as the case may be, unconsolidated) of such subsidiary and the then most
recent consolidated financial statements of the Issuer’s group; or
(b) to which is transferred the whole or substantially the whole of the sales or assets and undertakings of a
subsidiary which, immediately prior to such transfer, was a Material Subsidiary.
“subsidiary” and “group” mean a subsidiary and a group within the meaning of Chapter 1, Section 6 of the
Bookkeeping Act (1336/1997, as amended) (in Finnish: “Kirjanpitolaki”).
11. Taxation
All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or
deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of
whatever nature (“Taxes”) imposed or levied by or on behalf of Finland or any political subdivision or
authority of Finland having power to tax, unless the withholding or deduction of the Taxes is required by law.
In such case, the Issuer shall make such payment after such withholding or deduction has been made and
shall account to the relevant authorities for the amount so required to be withheld or deducted. The Issuer
will not be obligated to make any additional payments to Noteholders in respect of such withholding or
deduction.
55
12. Noteholders’ meeting
(a) The Issuer may convene a meeting of the Noteholders (a “Noteholders’ Meeting”) to decide, subject
to the approval of the Issuer, on amendments of these terms and conditions or other matters as
specified below. Euroclear Finland must be notified of the Noteholders’ Meeting in accordance with
the regulations of Euroclear Finland.
(b) Notice of a Noteholders’ Meeting shall be published in English in accordance with Condition 13 no
later than ten (10) calendar days prior to the meeting. The notice shall specify the time, place and
agenda of the meeting as well as any action required on the part of a Noteholder to attend the
meeting. No matters other than those referred to in the notice may be resolved upon at the
Noteholders' Meeting.
(c) Only those who were registered as Noteholders on the fifth (5th) Business Day prior to the
Noteholders’ Meeting in the register maintained by Euroclear Finland in respect of the Notes and
who have registered for the Noteholders’ Meeting in accordance with the instructions set out in the
notice to the Noteholders’ Meeting or proxies authorised by such Noteholders, shall, if holding any
of the principal amount of the Notes at the time of the meeting, be entitled to vote at the meeting and
shall be recorded in the list of the Noteholders present in the Noteholders’ Meeting.
(d) A Noteholders’ Meeting shall be held in Helsinki, Finland and its chairman shall be appointed by
the Issuer.
(e) A Noteholders’ Meeting shall constitute a quorum only if two (2) or more Noteholders holding in
aggregate fifty (50) per cent or more of the principal amount of the Notes outstanding are present in
the meeting.
(f) If, within thirty (30) minutes after the time specified for the start of the Noteholders’ Meeting, a
quorum is not present, any consideration of the matters to be dealt with at the meeting may, at the
request of the Issuer, be adjourned for consideration at a meeting to be convened by the Issuer on a
date determined by the Issuer falling no earlier than fourteen (14) calendar days and no later than
twenty-eight (28) calendar days after the original meeting at a place to be determined by the Issuer.
The adjourned Noteholders’ Meeting shall constitute a quorum if two (2) or more Noteholders
holding in aggregate ten (10) per cent or more of the principal amount of the Notes outstanding are
present.
(g) Notice of an adjourned Noteholders’ Meeting shall be given in the same manner as notice of the
original meeting. The notice shall also state the requirements for the constitution of a quorum.
(h) Voting rights of Noteholders shall be determined according to the principal amount of the Notes
held on the fifth (5th) Business Day prior to the Noteholders’ Meeting. The Issuer and any
companies belonging to its group shall not hold voting rights at the Noteholders’ Meeting.
(i) Subject to Condition 12 (k) below, resolutions shall be carried by a majority of two-thirds (2/3) of
the votes cast.
(j) Representatives of the Issuer and persons authorised to act for the Issuer may attend and speak at a
Noteholders’ Meeting.
(k) A Noteholders’ Meeting is entitled to make the following decisions that are binding on all the
Noteholders:
(i) to change the terms and conditions of the Notes;
(ii) to grant a temporary waiver on the terms and conditions of the Notes;
56
However, consent of the Noteholders holding in aggregate ninety-five (95) per cent or more of the
principal amount of the Notes outstanding is required to:
(iii) decrease the principal of or interest on the Notes;
(iv) extend the maturity of the Notes;
(v) amend the requirements for the constitution of a quorum at a Noteholders’ Meeting; or
(vi) amend the majority requirements of the Noteholders’ Meeting.
The consents can be given at a Noteholders’ Meeting or by other verifiable means.
The Noteholders’ Meeting can authorise a named person to take necessary action to enforce the
decisions of the Noteholders’ Meeting.
(l) Resolutions passed at a Noteholders’ Meeting shall be binding on all Noteholders after the
resolution has been validly passed irrespective of whether they have been present at the Noteholders'
Meeting and irrespective of how and if they have voted.
(m) Resolutions passed at a Noteholders’ Meeting shall be deemed to have been notified to the
Noteholders once they have been published or delivered in accordance with Condition 13 and
entered into the issue account of the Notes maintained by Euroclear Finland. In addition,
Noteholders are obliged to notify subsequent transferees of the Notes of the resolutions of the
Noteholders’ Meeting.
The Issuer shall have the right to amend the technical procedures relating to the Notes in respect of payments
or other similar matters without the consent of Noteholders or a Noteholders' Meeting.
13. Notices and right to information
Noteholders shall be advised of matters relating to the Notes by a notice published in Helsingin Sanomat or
any other major Finnish daily newspaper selected by the Issuer. Alternatively, the Issuer may deliver notices
on the Notes in writing directly to the Noteholders at the address appearing on the list of the Noteholders
provided by Euroclear Finland in accordance with the below paragraph. Once approved by Euroclear
Finland, account operators of the Euroclear Finland book-entry system may give notices relating to the Notes
also through the book-entry system. Any such notice shall be given in the English language and shall be
deemed to have been received by the Noteholders when published or delivered in the manner specified in this
Condition 13.
Notwithstanding any secrecy obligation, the Issuer and the Issue Administrator shall, subject to the
regulations of Euroclear Finland and applicable laws, be entitled to obtain information of the Noteholders
from Euroclear Finland and Euroclear Finland shall be entitled to provide such information to the Issuer and
the Issue Administrator. Furthermore, the Issuer shall, subject to regulations of Euroclear Finland and
applicable laws, be entitled to acquire from Euroclear Finland a list of the Noteholders, provided that it is
technically possible for Euroclear Finland to maintain such a list. The Issuer shall at the request of the Issue
Administrator pass on such information to the Issue Administrator. Address for notices to the Issuer is as
follows:
Outotec Plc
Puolikkotie 10
FI-02230 Espoo
Finland
57
14. Force majeure
The Issuer, the Arrangers or the Issue Administrator shall not be responsible for any damage or losses of the
Noteholders resulting from:
(a) action of any authorities, war or threat of war, rebellion or civil unrest;
(b) disturbances in postal, telephone or electronic communications or the supply of electricity which are
due to circumstances beyond the reasonable control of the Issuer, the Arrangers or the Issue
Administrator and that materially affect operations of any of them;
(c) any interruption of or delay in any functions or measures of the Issuer, the Arrangers or the Issue
Administrator as a result of fire or other similar disaster;
(d) any industrial action, such as strike, lockout, boycott or blockade affecting materially the activities
of the Issuer, the Arrangers or the Issue Administrator even if it only affects part of the employees
of any of them and whether any of them is involved therein or not; or
(e) any other similar force majeure or hindrance which makes it unreasonably difficult to carry on the
activities of the Issuer, the Arrangers or the Issue Administrator.
15. Prescription
In case any payment under the Notes has not been claimed by the respective Noteholder entitled to this
payment within three (3) years from the original due date thereof, the right to such payment shall be
prescribed.
16. Listing
Following the subscription of the Notes, an application will be made to have the Notes listed on the Helsinki
Stock Exchange maintained by NASDAQ OMX Helsinki Ltd.
17. Purchases
The Issuer may at any time purchase Notes in any manner and at any price. If purchases are made through a
tender offer, the possibility to tender must be available to all Noteholders alike. The repurchased Notes may
be resold or nullified.
18. Further issues of notes
The Issuer may from time to time, without the consent of and notice to the Noteholders, create and issue
further notes having the same terms and conditions as the Notes in all respects (or in all respects except for
the first payment of interest on them, the issue price and/or the minimum subscription amount thereof) by
increasing the maximum principal amount of the Notes or otherwise. For the avoidance of doubt, this
Condition 18 shall not limit the Issuer’s right to issue any other notes.
19. Information
Copies of the documents relating to the Notes shall be available for inspection during office hours at the
office of the Issuer at Outotec Plc, Puolikkotie 10, FI-02230 Espoo, Finland, at Nordea Bank Finland Plc,
Nordea Markets, Aleksis Kiven katu 9, FI-00020 Nordea, Finland and at Skandinaviska Enskilda Banken AB
(publ), Helsinki Branch, Investment Banking, Unioninkatu 30, 00100, Helsinki, Finland.
58
20. Applicable law and jurisdiction
The Notes are governed by and construed in accordance with Finnish law.
Any disputes relating to the Notes shall be settled by the courts of Finland. The District Court of Helsinki
(Helsingin käräjäoikeus) shall be the court of first instance.
59
ADDITIONAL INFORMATION ON THE ISSUE OF THE NOTES
Type of issue: Individual issue of Notes offered to institutional investors. A total
of EUR 150,000,000 in the principal amount of the Notes will be
issued on 16 September 2013.
Reasons for the issue and use of proceeds:
The aggregate net proceeds to Outotec from the Offering, after
deduction of the fees and expenses payable by Outotec, amount to
approximately EUR 148.1 million. The proceeds of the Offering
received by Outotec will be used for general corporate purposes of
the Outotec group. The estimated total expenses of the Offering
amount to approximately EUR 0.6 million.
Interest of the participants of the issue of the Notes:
The Arrangers: business interest normal in the financial markets.
Listing: Application will be made to have the Notes listed on the Helsinki
Stock Exchange maintained by NASDAQ OMX Helsinki Ltd.
Estimated time of Listing: On or about 19 September 2013.
Coupon and duration: 3.75 per cent per annum; 7 years.
60
INFORMATION ABOUT THE ISSUER
General
Outotec is a leading global provider of process solutions, technologies, and services for the mining and
metallurgical industries as well as for energy production and industrial water treatment. The company utilizes its
extensive experience and advanced process know-how by providing plants, equipment, and services based
mainly on proprietary technologies. Outotec works in close partnership with its customers and provides
environmentally sound and energy saving solutions.
As of 1 July 2013 Outotec's business structure consists of two business areas and three geographical regions. The
business areas are Metals, Energy & Water and Minerals Processing, and they form Outotec’s reportable
operating segments according to IFRS 8. The regions are Americas, EMEA (including Europe, Middle East,
Africa and CIS countries) and APAC (including Asia Pacific, China and India).
In 2012 Outotec generated sales of EUR 2,087.4 million. On 30 June 2013, Outotec had a total of 5,039
employees of which 2,865 were located in EMEA, 1,322 in Americas and 852 in Asia Pacific region.
History
Outotec's strong market position and technology leadership are based on the knowledge and experience derived
from the operations of two major mining and metals companies: the Outokumpu Group and the former Lurgi
Metallurgie GmbH, originating from Metallgesellschaft AG.
In the late 1940s, Outokumpu's scientists and engineers developed a new process of extracting metal from its
ore, called flash smelting. The success of flash smelting eventually led to the formation of a technology division
within Outokumpu.
The global breakthroughs of flash smelting, flotation and automation technologies led to the establishment of
overseas sales offices in Canada, the United States, Mexico and Brazil in the 1970s and in Peru and Chile in the
1980s. Outokumpu Technologys growth and internationalization continued with acquisitions and establishment
of further sales offices and competence centers until today.
The acquisition of Lurgi Metallurgie GmbH in 2001 had a major impact on Outotec's portfolio complementing it
with technologies for iron processing, alumina calcining, roasting of sulfidic ores and sulfuric acid production
technologies.
Outokumpu Technology was organized as a legal consolidated group in 2006. In October 2006 the company was
listed as an independent company on the Helsinki Stock Exchange. According to the agreement made with the
former parent company Outokumpu Oyj, Outokumpu Technology changed its name to Outotec in April 2007.
Group structure
Outotec Oyj is the parent company of the Outotec group. Outotec was incorporated on 25 September 2006 (as
Outokumpu Technology Oyj) and is organized under the laws of Finland. Outotec is domiciled in Espoo,
Finland. Outotec Oyj is registered in the Finnish Trade Register under the business identity code 0828105-4. Its
registered office is located at Puolikkotie 10, 02230 Espoo, Finland, and its telephone number is
+358 20 529 211.
According to Article 2 of its Articles of Association, the Company’s line of business is to carry on, by itself or
through its subsidiaries, the design, manufacture, construction of and trade in methods, machinery, devices,
equipment, spare parts and production facilities for the mining, ore cleaning, metallurgical and other processing
industry, metals forming technology, materials technology, energy technology and environmental protection, the
production and sale of technical design, project services and research and product development services for the
processing industry, energy technology and environmental protection, including any industrial and commercial
operations and the sale of business management and consultancy services based on or relating to these activities
or know-how acquired in this sphere of activities, as well as the holding and control of domestic and foreign
securities, own and control domestic and foreign securities, raise and grant loans, grant securities and give its
property in pledge.
61
The following table sets forth the subsidiaries that Outotec owned, directly or indirectly, as at 30 June 2013:
Aisco Systems Inc. Chile y Compañia Ltda
Auburn Project Management Inc.
Ausiron Development Corporation Pty. Ltd.
International Project Services Ltd. Oy
Kumpu GmbH
Larox AB
Larox India Private Ltd.
Larox SA (Proprietary) Ltd.
MP Metals Processing Engineering Oy
OOO Larox
OOO Outotec Norilsk
Outotec (Australasia) Pty. Ltd.
Outotec (Canada) Ltd.
Outotec (Ceramics) Oy
Outotec (Chile) S.A.
Outotec (Filters) GmbH
Outotec (Filters) Oy
Outotec (Finland) Oy
Outotec (Ghana) Limited
Outotec (Kazakhstan) LLP
Outotec (Mexico), S.A. de C.V.
Outotec (Netherlands) B.V.
Outotec (Norway) AS
Outotec (Peru) S.A.C.
Outotec (Polska) Sp. z o.o.
Outotec (RSA) (Pty) Ltd.
Outotec (Shanghai) Co. Ltd.
Outotec (Sweden) AB
Outotec (UK) Ltd.
Outotec (USA) Inc.
Outotec (Zambia) Ltd.
Outotec Ausmelt Pty. Ltd.
Outotec B.V.
Outotec Deutschland GmbH
Outotec Filters Australia Pty. Ltd.
Outotec GmbH
Outotec Holding GmbH
Outotec India Private Ltd.
Outotec International Holdings Ltd.
Outotec Mongolia LLC
Outotec Namibia (Pty) Ltd
Outotec Pty. Ltd.
Outotec Saudi Arabia LLC
Outotec Servicios Industriales Ltda.
Outotec Suzhou Co. Ltd.
Outotec Tecnologia Brasil Ltda.
Outotec Turula Oy
Petrobau Ingenieur Bulgaria EOOD
PT Outotec Technology Solutions
Scanalyse Holdings Pty Ltd.
Scanalyse Chile S.A.
Scanalyse Do Brazil Processamento De Dados Ltda.
Scanalyse Inc.
Scanalyse Pty Ltd.
Scheibler Filters Ltd.
ZAO Outotec St. Petersburg
Associated companies and share ownership as at 30 June 2013:
Enefit Outotec Technology Oü Estonia (40.0%)
GreenExergy AB Sweden (45.0%)
Middle East Metals Processing Company Ltd. (49.0%)
Strategic direction
Outotec's mission is to strive for sustainable use of Earth's natural resources. The Company intends to focus
more on providing sustainable life cycle solutions, which guarantee the best return on a customer’s investment.
In addition to further strengthening its technology portfolio for the entire value chain from ore to metals, Outotec
targets expansion to adjacent industries such as energy industry and industrial water treatment. Furthermore, the
Company will further strengthen its presence in emerging markets, and improve its productivity and scalability.
Recent events
In order to accelerate Outotec's transformation into a full life cycle solutions provider and enhance value creation
for customers and shareholders, Outotec has recently changed its corporate operating model and organization
structure. As of 1 July 2013 Outotec's business structure consists of two business areas and three geographical
regions. The business areas are Metals, Energy & Water and Minerals Processing. Specific focus on the
development of services will continue, and both business areas will include a strong services function. The
regions are Americas, EMEA (including Europe, Middle East, Africa and CIS countries) and APAC (including
Asia Pacific, China and India). These changes aim to promote continuous profitable growth in line with the
Company's long term financial targets.
Outotec’s General Meeting decided on 26 March 2013 on a free share issue (split), pursuant to which the
Company issued 137,341,119 new shares, i.e. three new shares for each previously existing share. The new
62
shares were issued to the Company’s shareholders in accordance with the shareholders’ pre-emptive rights and
they were registered at the Finnish Trade Register on 2 April 2013 and became publicly traded as of 3 April
2013.
Outotec’s operating segments
Overview
Outotec’s business operations are divided into operating segments. The operating segments are based on Outotec
group’s internal organization and financial reporting structure. As mentioned above, Outotec has recently
changed its operating model and organizational structure and as from 1 July 2013, Outotec's business structure
consists of two business areas, which form also Outotec’s reportable operating segments, and three geographical
regions. The business areas are Metals, Energy & Water and Minerals Processing. The regions are Americas,
EMEA (including Europe, Middle East, Africa and CIS countries) and APAC (including Asia Pacific, China and
India).
Through the organizational changes, Outotec has not entered into new business areas but continues its operations
under a new business structure in order to accelerate Outotec's transformation into a full life cycle solutions
provider and to enhance value creation for customers and shareholders. The two new business areas will form
the Company’s reportable operating segments according to IFRS 8. Outotec will report the January-September
Interim Report 2013, which will be published on 30 October 2013, based on the new organizational structure. In
addition, Outotec will publish restated historical financial information in early October based on the new
reporting segments.Currently there is no financial information available reflecting the new organizational
structure. The new business areas are shortly described below.
Minerals Processing
The Minerals Processing business area provides the mining industry with sustainable mineral processing
solutions, from pre-feasibility studies to complete plants and life cycle services. The business area designs and
delivers state-of-the-art mineral processing equipment, optimized processes, including intelligent automation and
control systems, as well as complete plants and ramp-up, operation and maintenance services.
Metals, Energy & Water
The Metals, Energy & Water business area provides sustainable solutions for metal processing, energy
production and industrial water treatment. Outotec has an extensive range of metal processing solutions for
processing virtually all types of ores and concentrates to refined metals as well as expertise in sulfuric acid
processing for metallurgical plants and elemental sulfur. In energy production Outotec offers technologies and
services for renewable and conventional energy production including combustion and gasification technologies
which utilize various fuels such as biomass, coal, sludge, agricultural and industrial by-products as well as sorted
waste. In addition, Outotec offers solutions for oil winning from oil shale and sustainable phosphorus recycling
from sewage sludge ashes. In water treatment Outotec offers efficient and sustainable solutions for the treatment
of industrial process and waste waters.
Outotec’s operating segments prior to 1 July 2013
Outotec’s reportable operating segments prior to 1 July 2013 have been Non-ferrous Solutions, Ferrous
Solutions and Energy, Light Metals and Environmental Solutions. The new Metals, Energy & Water segment
includes the former operating segments Ferrous Solutions and Energy, Light Metals and Environmental
Solutions entirely and part of the Non-Ferrous Solutions. The remaining part of the Non-Ferrous Solutions is
included in the new Minerals Processing segment. The former segments have been shortly described below.
Non-ferrous Solutions
Non-ferrous Solutions consisted of businesses related to the processing of copper, nickel, zinc, lead, gold, silver
and platinum group metals as a full process chain from ore to metal as well as industrial minerals. The offering
of the business area comprised technologies based on proprietary product development, engineering, production
equipment, system integrations, project deliveries, as well as training, maintenance, and spare parts services.
63
Deliveries varied from small equipment deliveries to large solutions and services. Its advanced technologies
were used to process copper, nickel, zinc, lead, gold, silver, platinum metals, and industrial minerals.
Ferrous Solutions
Ferrous Solutions consisted of businesses related to the processing of iron ores and other ferriferous materials to
produce concentrates, pellets, sinter, direct reduced and hot briquette iron, ferroalloys and titanium feedstock
(ilmenite). The offering of the business area included feasibility studies, engineering, process equipment,
automation, project implementation, and services covering the life cycle of a plant.
Energy, Light Metals and Environmental Solutions
Energy, Light Metals and Environmental Solutions consisted of businesses related to energy (including oil shale,
oil sands and biomass materials) alumina, aluminum and light metals processing. Business areas solutions
included sulfuric acid plants, applications for gas cleaning and heat recovery, as well as industrial water
treatment.
The following table sets forth the breakdown of Outotec’s sales and operating profit by segment based on the
prior segment division for the periods indicated.
For the six months
ended June 30,
For the year that ended
December 31,
2013
2012
2012
2011
(unaudited)
(unaudited)
(audited)
(EUR million)
Sales
Non-ferrous Solutions
576.7
596.5
1305.5
947.6
Ferrous Solutions
254.9
151.8
371.2
221.1
Energy, Light Metals and Environmental Solutions
190.5
192.7
427.0
236.1
Unallocated items and intra-group sales
-7.9
-6.3
-16.3
-19.2
Total
1,014.3
934.8
2 087.4
1 385.6
Operating profit
Non-ferrous Solutions
40.7
60.4
157.5
107.7
Ferrous Solutions
28.1
7.6
30.0
6.7
Energy, Light Metals and Environmental Solutions
14.6
11.2
20.3
23.8
Unallocated and intra-group items
-12.0
-10.8
-23.5
-26.3
Total
71.5
68.4
184.3
111.9
Investments
Outotec’s capital expenditure was EUR 27.7 million for the six months ended 30 June 2013 (2012: EUR 34.0
million). For the first half of 2013, Outotec’s capital expenditure included mainly acquisitions, as well as
investments in R&D-related equipment. Outotec’s capital expenditure for the whole year 2012 was EUR 76.2
million (2011: EUR 98.3 million) including acquisitions of EUR 43.2 million (2011: EUR 58.4 million) as well
as investments in IT systems, R&D-related equipment, and intellectual property rights.
Legal proceedings
Outotec has not, during the previous twelve months preceding the date of this Prospectus, had any governmental,
legal or arbitration proceedings (including any such proceedings which are pending or threatened of which
Outotec is aware), which may have, or have had in the recent past significant effects on the financial position or
profitability of Outotec or Outotec and its subsidiaries taken as a whole. Outotec and some of its group
companies are involved in various disputes incidental to their business, but Outotec’s management is not aware
of any facts or circumstances which could reasonably be expected to lead to any material claims being made
64
against Outotec or any of its subsidiaries in the foreseeable future that could, individually or in the aggregate,
have significant effects on the financial position or profitability of Outotec or Outotec and its subsidiaries taken
as a whole.
Material agreements outside the ordinary course of business
There are no contracts outside the ordinary course of business that have been entered into by any member of the
Outotec group which could result in any group member being under an obligation or entitlement that is material
to the Issuer’s ability to meet its obligations to Noteholders in respect of the Notes.
65
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following is a summary of the Company’s consolidated financial information as at and for the financial
years ended 31 December 2012 and 31 December 2011 and the Company’s consolidated financial information
as at and for the six month periods ended 30 June 2013 and 30 June 2012. The information in this summary has
been derived from the Company’s consolidated financial statements for the financial years ended 31 December
2012 and 2011 and from the condensed interim financial statements for the six month period ended 30 June 2013
including the unaudited restated consolidated financial information for the year ended 31 December 2012 that
are included in this Prospectus. This information should be read in conjunction with, and is qualified in its
entirety by reference to, such financial statements and related notes. Outotec’s consolidated financial statements
and the condensed interim financial statements have been prepared in accordance with the applicable
International Financial Reporting Standards (IFRS) as adopted by the European Union as well as SIC and IFRIC
interpretations in force at 30 June 2013. The information presented in the below table for the financial year
ended 31 December 2011 has been audited but the restated information presented for the financial year ended
31 December 2012, which takes into account the revised standard “IAS 19 Employee Benefits” adopted by the
Company as of 1 January 2013, and the information presented for the six month periods ended 30 June 2013 and
30 June 2012 is unaudited.
STATEMENT OF
2012
(1)
2011
2013
2012
(1)
COMPREHENSIVE INCOME,
(unaudited)
(audited)
(unaudited)
(unaudited)
EUR million
1 Jan 31 Dec
1 Jan 30 June
Sales
2,087.4
1,385.6
1,014.3
934.8
Cost of sales
-1,653.9
-1,053.1
-811.6
-739.9
Gross profit
433.6
332.5
202.7
194.9
Other income
9.3
3.9
4.3
0.2
Selling and marketing expenses
-103.1
-86.4
-51.6
-49.8
Administrative expenses
-110.0
-97.7
-59.4
-53.2
Research and development expenses
-41.6
-33.5
-23.9
-18.8
Other expenses
-3.6
-6.7
-0.5
-4.9
Share of results of associated companies
-0.3
-0.0
-0.1
-0.1
Operating profit
184.3
111.9
71.5
68.4
Finance income and expenses
Interest income and expenses
5.1
6.0
1.4
3.1
Market price gains and losses
-2.6
-0.3
-2.6
-0.4
Other finance income and expenses
-7.0
-4.4
-2.5
-3.2
Net finance income
-4.6
1.4
-3.8
-0.5
Profit before income taxes
179.7
113.3
67.7
67.9
Income tax expenses
-51.9
-34.0
-19.6
-20.5
Profit for the period
127.8
79.3
48.2
47.3
Other comprehensive income
Exchange differences on translating
foreign operations
-0.6
-3.9
-11.7
4.7
Cash flow hedges
9.4
-4.3
-3.6
-0.7
Actuarial losses on defined benefit
pension plans
-8.1
N/A
-0.1
-4.1
Available for sale financial assets
-0.1
-0.2
-0.1
-0.1
Income tax relating to components of
other comprehensive income
1.9
1.3
-0.2
1.4
Other comprehensive income for the
period
2.5
-7.2
-15.7
1.3
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Total comprehensive income for the period
130.2
72.1
32.4
48.6
Profit for the period attributable to equity
holders of the parent company
127.8
79.3
48.2
47.3
Total comprehensive income for the period
attributable to equity holders of the parent
company
130.2
72.1
32.4
48.6
STATEMENT OF
2012
(1)
2011
2013
2012
(1)
FINANCIAL POSITION,
(unaudited)
(audited)
(unaudited)
(unaudited)
EUR million
31 December
30 June
ASSETS
Non-current assets
Intangible assets
335.0
286.8
333.8
305.1
Property, plant and equipment
75.3
62.5
76.6
67.5
Deferred tax assets
57.1
47.3
56.4
53.1
Non-current financial assets
Interest-bearing
3.8
2.4
4.0
2.4
Non interest-bearing
2.4
2.5
2.1
1.9
Total non-current assets
473.6
401.5
473.0
430.0
Current assets
Inventories
180.8
148.6
169.9
197.8
Current financial assets
Interest-bearing
0.2
0.7
0.2
1.6
Non interest-bearing
619.7
468.1
584.5
510.1
Cash and cash equivalents
358.6
402.5
293.7
393.7
Total current assets
1,159.3
1,019.9
1,048.3
1,103.2
TOTAL ASSETS
1,632.9
1,421.4
1,521.3
1,533.1
EQUITY AND LIABILITIES
Equity attributable to the equity holders of
the parent company
471.5
398.4
452.9
407.8
Non-controlling interest
1.2
1.1
-
1.2
Total equity
472.7
399.5
452.9
409.0
Non-current liabilities
Interest-bearing
74.3
47.6
67.7
41.9
Non interest-bearing
118.3
107.0
122.0
107.1
Total non-current liabilities
192.6
154.6
189.7
149.0
67
Current liabilities
Interest-bearing
23.6
18.9
37.8
21.2
Non interest-bearing
Advances received
358.8
399.0
331.1
465.2
Other non-interest-bearing liabilities
585.1
449.4
509.8
488.8
Total current liabilities
967.6
867.3
878.7
975.1
Total liabilities
1,160.2
1,021.9
1,068.4
1,124.1
TOTAL EQUITY AND LIABILITIES
1,632.9
1,421.4
1,521.3
1,533.1
STATEMENT OF CASH FLOWS,
2012
(1)
2011
2013
2012
(1)
EUR million
(unaudited)
(audited)
(unaudited)
(unaudited)
1 Jan 31 Dec
1 Jan 30 June
Cash flows from operating activities
Profit for the period
127.8
79.3
48.2
47.3
Adjustment for
Depreciation and amortization
31.4
19.4
17.6
14.8
Other adjustments
64.4
28.6
13.0
18.9
Change in working capital
-93.0
134.4
-32.2
1.3
Interest received
7.4
8.0
2.7
4.0
Interest paid
-2.4
-2.0
-1.0
-1.1
Income tax paid
-58.4
-20.8
-26.7
-18.3
Net cash from operating activities
77.1
247.0
21.6
66.9
Purchases of assets
-47.5
-34.4
-17.9
-21.1
Acquisition of subsidiaries and business
operations, net of cash
-34.6
-34.5
-12.2
-11.6
Acquisition of shares in associated
companies
-
-0.1
-
-
Proceeds from disposal of subsidiaries
Proceeds from sale of assets
-
0.9
0.0
1.4
-
0.2
-
0.1
Cash flows from other investing activities
-2.5
-0.1
-0.4
-0.1
Net cash used in investing activities
-83.8
-67.7
-30.3
-32.6
Cash flow before financing activities
-6.6
179.3
-8.7
34.3
Repayments of non-current debt
-8.7
-11.5
-6.7
-4.5
Borrowings of non-current debt
40.0
-
-
-
Decrease in current debt
-9.2
-4.9
-0.6
-1.4
Increase in current debt
3.0
0.0
15.9
0.6
Purchase of treasury shares
-19.3
-
-
-
Related party net investment to
Outotec Oyj shares
(2)
-0.2
-0.2
-
-0.2
Dividends paid
-38.9
-34.3
-54.9
-38.9
Cash flows from other financing activities
-0.0
0.4
-0.6
-0.5
Net cash used in financing activities
-33.2
-50.6
-46.9
-44.9
Net change in cash and cash equivalents
-39.9
128.8
-55.7
-10.6
68
Cash and cash equivalents at the beginning
of the period
402.5
280.3
358.6
402.5
Foreign exchange rate effect on cash and
cash equivalents
-4.0
-6.6
-9.3
1.8
Net change in cash and cash equivalents
-39.9
128.8
-55.7
-10.6
Cash and cash equivalents at the end of
the period
358.6
402.5
293.7
393.7
KEY FINANCIAL FIGURES
2012
(1)
2011
2013
2012
(1)
(unaudited)
(audited)
(unaudited)
(unaudited
)
1 Jan 31 Dec
1 Jan 30 June
Scope of activity
Sales (EUR million)
2,087.4
1,385.6
1,014,3
934.8
Capital expenditures (EUR million)
76.2
98.3
27,7
34.0
in relation to sales, %
3.7
7.1
2.7
3.6
Research and development
expenses (EUR million)
41.6
33.5
23.9
18.8
in relation to sales, %
2.0
2.4
2.4
2.0
Order backlog at the end of the
period (EUR million)
1,947.1
1,985.1
1,761.3
2,218.4
Order intake (EUR million)
2,084.4
2,005.4
856.7
1,160.8
Profitability
Operating profit (EUR million)
184.3
111.9
71.5
68.4
in relation to sales, %
8.8
8.1
7.1
7.3
Profit before taxes (EUR million)
179.7
113.3
67.7
67.9
in relation to sales, %
8.6
8.2
6.7
7.3
Gross margin, %
20.8
24.0
20.0
20.9
Return on equity, %
29.4
20.9
20.8
23.5
Return on investment, %
37.0
26.4
30.2
30.0
Earnings per share, EUR
0.70
0.44
(3)
0.27
0.26
Financing and financial position
Equity-to-assets ratio at the end of
the period, %
37.1
39.1
38.1
38.3
Gearing at the end of the period, %
-56.0
-84.9
-42.5
-81.8
Net interest-bearing debt at the end
of the period (EUR million)
-264.7
-339.1
-192.4
-334.7
Net cash generated from operating
activities (EUR million)
77.1
247.0
21.6
66.9
(1)
As of 1 January 2013, Outotec has adopted the revised standard “IAS 19 Employee Benefits”. Outotec’s financial
reporting as at and for the six months ended 30 June 2013 is in line with these changes. Financial information as at and
for the year ended 31 December 2012 has been restated accordingly. The restated consolidated financial information as at
and for the year ended 31 December 2012 has not been audited. The audited consolidated financial statements of Outotec
as at and for the year ended 31 December 2012, in which the revised standard “IAS 19 Employee Benefits” has not
been adopted have been incorporated into this Prospectus by reference (see Information Incorporated by Reference”).
The most significant changes relate to the accounting for defined benefit obligations and plan assets. The amendments
require the recognition of changes in benefit obligations and in fair value of plan assets when they occur, and hence
eliminate the corridor approach permitted under the previous version of IAS 19 and accelerate the recognition of past
service costs. The amendments require all actuarial gains and losses to be recognized immediately through other
comprehensive income in order for the net pension asset or liability recognized in the consolidated statement of financial
position to reflect the full value of the plan deficit or surplus. Amounts recorded in profit or loss are limited to current
69
and past service costs, gains or losses on settlements, and net interest income (expense).
The below table summarizes the effects in the June 2012 and December 2012 financial statements.
31 December 2012
Statement of Comprehensive Income
EUR million
Reported
Adjustment
Restated
Remeasurement of defined pension plan booked to
other comprehensive income
-
-8.1
-8.1
Income tax effect
-
2.4
2.4
Statement of Financial Position
EUR million
Reported
Adjustment
Restated
Deferred tax assets
53.2
3.9
57.1
Remeasurement of defined pension plan booked to
equity
-
-9.5
-9.5
Defined benefit pension liabilities
27.2
13.5
40.7
30 June 2012
Statement of Comprehensive Income
EUR million
Reported
Adjustment
Restated
Remeasurement of defined pension plan booked to
other comprehensive income
-
-4.1
-4.1
Income tax effect
-
1.2
1.2
Statement of Financial Position
EUR million
Reported
Adjustment
Restated
Deferred tax assets
50.3
2.8
53.1
Remeasurement of defined pension plan booked to
equity
-
-6.7
-6.7
Defined benefit pension liabilities
26.8
9.4
36.2
(2)
Consolidation of Outotec Management Oy (incentive plan for Outotec Executive Board members). On 8 May 2013
Outotec announced the dissolution of Outotec Management Oy through a share exchange. Outotec’s Board of Directors
used the Annual General Meeting’s authorization and allocated 442,115 Outotec Oyj shares to the shareholders of
Outotec Management Oy against the shares of Outotec Management Oy. After the share exchange, Outotec possesses the
shares owned by Outotec Management Oy, which has been consolidated into the Group’s balance sheet. On 30 June
2013, Outotec Management Oy held 813,736 or 0.44% of Outotec shares, which have been accounted for as treasury
shares on Outotec’s balance sheet.
(3)
Restated to take into account the effect of the share split decision of 26 March 2013.
Definitions of key financial indicators
Research and development
expenses =
Research and development expenses in the income statement
(including expenses covered by grants received)
Return on equity (ROE) =
Profit for the period
x
100
Total equity (average for the period)
Return on investment (ROI) =
Operating profit + finance income
x
100
Total assets non interest-bearing debt (average for the period)
Net interest-bearing debt =
Interest-bearing debt interest-bearing assets
Equity to assets ratio =
Total equity
x
100
Total assets advances received
Gearing =
Net interest-bearing debt
x
100
Total equity
70
FINANCIAL INFORMATION AND PROSPECTS
Historical financial information
The audited consolidated financial statements of Outotec as of and for the years ended 31 December 2012 and
2011 have been prepared in accordance with International Financial Reporting Standards as adopted by the EU.
The audited consolidated financial statements and the audited parent company financial statements of
Outotec Oyj as at and for the years ended 31 December 2012 and 2011 have been incorporated into this
Prospectus by reference. See “Information Incorporated by Reference”. Except for the two financial statements
mentioned above, the information included in this Prospectus has not been audited.
The unaudited condensed interim financial statements as at and for the six months ended 30 June 2013 as well as
comparative information for the six months ended 30 June 2012 including the unaudited restated consolidated
financial information for the year ended 31 December 2012 have been prepared in accordance with “IAS 34
Interim Financial Reporting” and have been incorporated into this Prospectus by reference. See “Information
Incorporated by Reference”.
No significant changes in financial or trading position
There has been no significant change in the financial or trading position of the Company since 30 June 2013.
Trend information and prospects
Since 31 December 2012, the last day of the financial period in respect of which the most recently audited
financial statements of the Company have been prepared, there has been no material adverse change in the
prospects of the Company or of the Company and its subsidiaries taken as a whole.
Outotec has published the following estimate of future development in the condensed interim financial
statements for the six months ended 30 June 2013:
Lower growth projections in China and increasing uncertainty in the global economy can lead to
continued weakness in metal prices. In the short-term, these matters may cause delays in order
placement and suspensions in ongoing projects. Project cost overruns in large greenfield projects are
causing the mining and metal companies to seek ways to reduce their investment risks as well as capital
and operational spending, optimize cash flows, and focus on increasing the capacity of their existing
operations. As a result, the industry’s capital expenditure is shifting from large greenfield projects to
brownfield modernization and capacity enhancements. However, large project prospects continue to
exist in certain markets. Demand for services is expected to remain solid, correlating to the high
capacity utilization rates and need to improve operational efficiency. We see good opportunities to
continue to grow our services business by further penetrating to the installed base and by leveraging our
new services solutions. Project financing continues to be available for solid projects and interest rate
levels are expected to stay low. However, there are differences in the market sentiment and financing
conditions between regions, companies, and metals.
The market in the Middle East remains positive as the companies have access to competitive energy,
and countries in the region are seeking to diversify their economies outside oil and gas industry.
Therefore, large greenfield projects in energy-intensive production such as aluminum are being
developed. In addition, the fertilizer industry is growing as the Middle East is utilizing local raw
materials, including phosphate rock. The market in Africa, particularly in Sub-Saharan areas, remains
attractive, especially for energy-efficient, non-ferrous processing solutions. The European market has a
vast installed base of all types of mining and metallurgical processing plants, which offer a solid base
for services as well as for upgrades improving plant’s efficiency and environmental friendliness. In the
CIS, the market is expected to continue solid for Outotec’s copper, gold, and nickel processing
solutions.
The outlook for the Americas region is weak due to the increased hesitance in decision-making. Certain
regions in South America are imposing stricter environmental regulations and socioeconomic
requirements, thus slowing down project development.
71
In the APAC region, investments for example in ferrous metals capacity are under development but
there is hesitation due to slower growth in China and market slowdown in Australia. Especially in the
UK, South America, Southeast Asia and Australia, there is a need for waste-to-energy solutions, where
several raw materials can be used to create energy for solving a local waste problem.
The mid-to-long term market outlook for minerals and metals - as well as alternative energy and
industrial water treatment - is positive, due to the favorable global megatrends. In minerals and metals
processing, new investments are needed, as current production capacity and ongoing investments in
new capacity are not sufficient to fulfill long-term demand. In addition, declining ore grades and more
complex ores require investments in capacity and advanced technology to enable sufficient recovery of
metals. Tightening environmental regulations, increasing energy efficiency requirements, and the
scarcity of fresh water also increase the need for sustainable technology. All in all, industrial companies
are increasingly focusing on the social and environmental impacts of their operations and thus
increasing the demand for sustainable processing technologies. These trends create favorable
opportunities for Outotec’s life cycle solutions, which provide the best return on the customer’s
investment with predictable cost, time to market, and process performance reducing the overall risks of
the investment.
Financial guidance for 2013 reiterated
Based on the strong order backlog, current market outlook and customer tendering activity, the
management expects that in 2013:
Sales will be approximately EUR 2.1-2.3 billion, and
Operating profit margin from business operations (excluding one-time items and purchase
price allocations (PPA) amortizations) will be approximately 9.5-10.5%.
72
BOARD OF DIRECTORS, MANAGEMENT AND AUDITORS
General
The ultimate responsibility for the management and operations of Outotec lies with the governing bodies of the
parent company, Outotec Oyj, registered and existing under the laws of Finland. These bodies are the General
Meeting of shareholders, the Board of Directors and the President and Chief Executive Officer (CEO). Further,
the Executive Board, operating under the authority of the CEO, has been formed for the efficient management of
the Company. Shareholders participate in the control and management of Outotec Oyj through resolutions
passed at General Meetings of shareholders. General Meetings of shareholders are generally convened upon
notice given by the Board of Directors. In addition, General Meetings of shareholders are held when requested in
writing by an auditor of Outotec or by shareholders representing at least one-tenth of all the outstanding shares
of Outotec Oyj.
Board of Directors
The Board of Directors supervises Outotecs operations and management, deciding on significant matters
concerning the Company strategy, investments, organisation and finance. At the date of this Prospectus, the
Board of Directors of Outotec Oyj consists of the following persons:
Name:
Background:
Matti Alahuhta
Born 1952, D. Tech., D. Tech. h.c.
Finnish
Chairman 2013
Member 2013-
KONE Corporation, President and CEO 2006
KONE Corporation, President 2005
Nokia Corporation, Member of the Group Executive Board 1993-2004
Nokia Corporation, Executive Vice President 2004
Nokia Mobile Phones, President 1998-2003
Nokia Telecommunications, President 1993-1998
Various positions within Nokia 1975-1982, 1984-1993
Rank Xerox, Sales Director 1982-1984
Memberships in other boards of directors and and positions of trust:
KONE Corporation, Member of the Board of Directors 2003-
UPM-Kymmene Corporation, Member of the Board of Directors 2008-
Aalto University Foundation, Chairman of the Board of Directors 2008-
Confederation of Finnish Industries, Member of the Board of Directors
2002, Deputy Chairman of the Board of Directors 2003-2004 and 2013-
International Institute for Management Development (IMD), Member of
the Foundation Board 1995-2003, Vice Chairman 2003, Chairman 2004-
2008, Member 2008-
Timo Ritakallio
Born 1962, LL.M., MBA
Finnish
Member 2011
Vice-chairman 2013-
Ilmarinen Mutual Pension Insurance Company, Deputy Chief Executive
Officer 2008-
Pohjola Bank Plc, Deputy Chief Executive Officer 2006-2008
OKO Bank Plc,
- Deputy CEO and member of the Executive Board 2001-2005
-Executive Vice President and Member of the Executive Board
1997-2001
Opstock Securities Ltd, Managing Director 1993-1997
Memberships in other boards of directors:
Paulo Foundation, Chairman of the Board of Directors 2013-
The Foundation for the Finnish Cancer Institute, Member of the Board of
Directors 2012-
Technopolis Plc, Member of the Board of Directors 2008-
Eija Ailasmaa
Born 1950, M.Soc.Sc, Graduate of
the Sanoma School of Journalism
Finnish
Sanoma Media B.V.,
-President and Chief Executive Officer 2003-2011
-President (acting) 2002-2003
-Executive Vice President 2001-2002
73
Member 2010-
Sanoma Magazines Finland/Helsinki Media
-President 2000-2001
-Executive Vice President, General Manager 1998-2000
Sanomaprint/Helsinki Media, Vice President Publishing 1989-1998
Kodin Kuvalehti, Editor-in-Chief 1985-1989
Iltasanomat, Various editorial positions 1975-1985
Memberships in other boards of directors:
Solidium Oy, Vice Chairman of the Board of Directors 2008
Huhtamäki Oyj, Member of the Board of Directors 2004
Tapani Järvinen
Born 1946, M.Sc. (Eng.), Lic.Sc.
(Tech)
Finnish
Member 2010
VTT Technical Research Centre of Finland, Senior Advisor 2010
Outotec Oyj, President and Chief Executive Officer 2006 2009
Outokumpu Group
President and Chief Executive Officer Outokumpu Technology
Oy 2003 2006
-Member of the Group Executive Committee 2000 2005
-General Manager and CEO, Compañía Minera Zaldívar, S.A, Chile
1994 2000
- President, Outokumpu Copper S.A., Spain 1991 1994
-Vice President and General Manager, Outokumpu Copper Pori
1989 1991
Kone Corporation Marketing Manager 1983 1985
-Technical Director, Kone Grúas, Mexico 1980 1983
-Project Manager 1971 1980
Memberships in other boards of directors:
Talvivaara Mining Plc
- Chairman of the Board of Directors (from 15.11.2012) 2012
- Member of the Board of Directors 2010 2012
Finpro, Member of the Board of Directors 2012
Mustavaara Mine Ltd, Member of the Board of Directors 2011
Konecranes Plc, Member of the Board of Directors 2009
Okmetic Oyj, Member of the Board of Directors 2008
Normet Corporation, Member of the Board of Directors 2007
Dragon Mining NL, Member of the Board of Directors 2003
Finnish-Latin American Trade Association, Chairman of the Board of
Directors 2003
Hannu Linnoinen
Born 1957, B. Sc. (Econ), LL.M.
Finnish
Member 2006
SRV Group Plc
- Senior Executive Vice President, CFO 2006 -
- Acting Chief Executive Officer 2009 - 2010
Pohjola Group Plc,
-Senior Executive Vice President, deputy to CEO 2003 - 2005
- Executive Vice President 2001 - 2003
Conventum Limited, President and CEO 1999 - 2001
Merita Bank Plc, General manager, Merita London Branch 1995 - 1999
Memberships in other boards of directors:
Greenstream Network Plc, Member of the Board of Directors 2008 -
Garantia Insurance Company Ltd, Member of the Board of Directors
2007 -
Anja Korhonen
Born 1953, M. Sc. (Econ)
Finnish
Member 2013-
Nokia Corporation 1996 2011
- Senior Vice President, Corporate Controller
- Vice President, Business Controller, Mobile Phones
- Senior Vice President, Business Controller, Nokia Mobile Phones
Hewlett-Packard 1983 1996
- Nordic Controller and Finance & Admin Manager/Finland
- European Planning and Reporting Manager
74
- Various other manager positions within finance and accounting as
well as development programs
Chaim (Poju) Zabludowicz
Born 1953, B.A. (Economics and
International Relations)
Finnish
Member 2012-
Tamares Group, Chairman and CEO 1990-
Memberships in other boards of directors and positions of trust:
Mustavaara Mine Ltd, Member of the Board of Directors 2011.-
Finnish British Chamber of Commerce, Patron 2011 -
Kiasma, Member of the Board of Directors 2009 -
Synova Capital LLP, Chairman of the Advisory Board 2007 -
Tate Modern International, Council Member 1999 -
The Zabludowicz Collection, Co-Founder and Trustee 1994 -
Board Committees and Nomination Board
Outotec has an Audit and Risk Committee and a Human Capital Committee. Additionally, the Annual General
Meeting of 2013 decided to establish a permanent Shareholders’ Nomination Board.
The Audit and Risk Committee is tasked with reviewing the auditing work, the internal controls, the scope of
internal and external audits, invoicing by the auditors, the company’s financial policies and other procedures for
managing company-specific risks. In addition, the committee prepares recommendations to the General Meeting
of shareholders concerning the election and fees of the auditors for the Company. The Audit and Risk
Committee consists of four Board members, who are independent of the Company and appointed by the Board.
The Board's assembly meeting on 26 March 2013 elected Ms. Anja Korhonen, Mr. Hannu Linnoinen
(Chairman), Mr. Timo Ritakallio and Mr. Chaim (Poju) Zabludowicz as members of the Audit and Risk
Committee.
The Human Capital Committee is charged with duties relating to human capital policies and procedures,
employee benefit plans and compensation as well as remuneration of the CEO and other executives. The
Committee also prepares matters pertaining to the appointment of the CEO and his/her possible deputy and other
executives as well as the identification of their successors. The Board's assembly meeting on 26 March 2013
elected Mr. Matti Alahuhta (Chairman), Ms. Eija Ailasmaa and Mr. Tapani Järvinen as members of the Human
Capital Committee.
The Annual General Meeting 2013 decided to establish a permanent Shareholders’ Nomination Board composed
of shareholders or their representatives and the Chairman of the Board of Directors for the purpose of preparing
the election of the members of the Board of Directors and proposals for their remuneration to be submitted to the
General Meeting. The Nomination Board consists of four members, including three representatives of the
Company’s largest shareholders and the Chairman of the Board of Directors. The right to appoint members in
the Nomination Board is based on the Company’s shareholders’ register on 1 October annually, and the
Nomination Board for the year 2013 has not yet been appointed at the date of this Prospectus.
CEO and Executive Board
Outotec’s Board of Directors appoints the Chief Executive Officer (CEO). The CEO is responsible for managing
and controlling the Company’s business and day-to-day operations with the aim of securing significant,
sustained increase in the value of the Company for its shareholders. At the date of this Prospectus, the CEO of
the Company is Mr. Pertti Korhonen.
The CEO is assisted by the Executive Board which manages the Company’s business as a whole. Executive
Board members have authority within their individual areas of responsibility and have the duty to develop the
Company’s operations in line with the targets set by the Board of Directors and the CEO. Executive Board
meetings are convened by the CEO on a regular basis. At the date of this Prospectus, the Executive Board
consists of the following persons:
Name:
Background:
Pertti Korhonen
Born 1961, M. Sc. (Electronics
Engineering)
Chief Operating Officer, Outotec Oyj OctDec 2009
CEO, Elektrobit Corporation Plc 2006 2009
75
Finnish
President and Chief Executive
Officer 2010-
Executive Board member since
2009
Member, Nokia Group Executive Board 2002 2006
Chief Technology Officer, Nokia, Executive Vice President,
Nokia Technology Platforms 2004 2006
Executive Vice President, Nokia Mobile Software 2001 2003
Various management positions in Nokia Mobile Phones in the areas of
Operations, Logistics, Sourcing and R&D 1990 2001
Vice President, Product Development, Micronas Oy 1990
Design Manager, NokiaMobira 1988 1990
Design Engineer, Mobira 1987 1988
Jari Rosendal
Born 1965, M. Sc. (Engineering)
Finnish
Executive Vice President,
President of Americas Region
2013
Executive Board member since
2006
Outotec Oyj, President, Nonferrous Solutions business area, 2010 2013
Outokumpu Technology Group / Outotec Oyj, President Minerals
Processing Division 2003 2010
Vice President, Minerals Processing Division, Outokumpu Technology
Group 2002 2003
Outokumpu Mintec Oy
- Product Director, Ceramec Filters Product Line, 2001 2002
- Technical Director, Filtration Product Line 1997 2001
Outokumpu Mintec U.S.A. Inc., Technical Manager, North America,
1994 1997
Outokumpu Mintec Oy
- Chief of the Technical Office, 1994
- Chief Engineer, Manufacturing 1991 1994
Outomec Oy, Project Manager 1989 1991
Peter Weber
Born 1963, Ph.D. (Tech)
German
Executive Vice President,
President of EMEA Region 2013-
Executive Board member since
2006
Outotec Oyj, President, Energy, Light Metals and Environmental
Solutions business area 2010-2013
Outotec GmbH, President, Metals Processing and Chairman of
Management Board, 2006 2010
Outokumpu Technology Oy, President, Metals Processing, 2002 2005
Outokumpu Technology Oy, President of Ferrous Business 2000 2002
Lurgi Metallurgie GmbH, Head of the Direct Reduction Department,
1997 2000
Lurgi Metallurgie GmbH, Process Engineer and Product Manager,
Germany 1992 1998
Mintek, South Africa, Contract Researcher in Pyrometallurgy 1989
1992
Kimmo Kontola
Born 1962, MBA, B.Sc. (Chemical
Eng.)
Finnish
Executive Vice President,
President of APAC Region 2013-
Executive Board member since
2013
Outotec Oyj
-Vice President Process Equipment, NonFerrous Solutions 2010-
2013
-President Market Area Europe & CIS, Minerals Processing
20082010
Outokumpu Technology Group, Vice President Product Management,
Minerals Processing 2004-2007
Outokumpu Mintec Oy, Vice President Automation, 20002003
Metorex International Oy, Vice President 19952000
Metorex GmbH, Country Manager, Germany 19921995
Outokumpu Instruments Oy, Export Manager 19881992
Ekström Oy Sales Manager 19871988
76
Robin Lindahl
Born 1964, M.Sc. (Econ.)
Finnish
Executive Vice President,
President of Metals, Energy and
Water business area 2013-
Executive Board member since
2011
Outotec Oyj, Executive Vice President Market Operations 2011 2013
Nokia Corporation
- Senior Vice President, Global Operator Sales 2010 2011
- Vice President, Head of Finance and Control Markets, 2006 2009
Nokia Networks Oy
-Vice President, Head of Marketing and Sales, Radio Networks
2005 2006
-Vice President, Head of Deutsche Telecom major account 2003
2005
-Vice President, Business Operations, Networks 2003
-Director, Business Operations & Control 2001 2003
-Director, Business Operations and Pricing 1999 2001
-Head of Treasury & Risk Management 1997 1999
Nokia Finance International BV, Manager Treasury 1993 1997
Skopbank International BV, Finance Manager, 1990 1993
Skopbank Helsinki, Manager Domestic Equities & Derivatives Customer
Desk 1987 1990
Kalle Härkki
Born 1969, Ph.D. (Tech.)
Finnish
Executive Vice President,
President of Minerals Processing
Business area 2013 -
Executive Board member since
2010
Outotec Oyj, President, Services Business Area, 2008 2013
Outotec Research Oy, President, 2005 2008
Outokumpu Copper Products, Europe Division
- Manager, Application Engineering 2003 2005
- Technology Manager 2002 2003
Outokumpu Poricopper Oy, Technology Manager, 2001 2002
Outokumpu Copper Products R&D
-Development Manager 1999 2001
-Research Engineer 1998 1999
Michael Frei
Born 1968, Ph.D. (Tech.)
Swiss
Senior Vice President, Supply &
CPO 2010-
Executive Board member since
2010
ALSTOM (Switzerland) Ltd
-Vice President Commodity Management, Thermal Product
Division, 2009 2010
-Vice President Sourcing, Turbomachines Group 2006 2009
-General Manager, Gas Turbine Hot Gas Parts Business 2004 2006
ALSTOM Inc., Vice President Steam Turbine Business USA 2002
2004
ABB ALSTOM Power Ltd, Director Quality and Processes, Global
Steam Turbine Business, 2000 2002
Kari Knuutila
Born 1958, D. Sc. (Tech.)
Finnish
Chief Technology Officer 2006 -
Executive Board member since
2011
Outokumpu Technology Oy, Executive Vice President Research and
Technology Development, 2005 2006
Outokumpu Research Oy, President 2000 2005
OMG Harjavalta Nickel Oy, Senior Production Manager 2000
Outokumpu Harjavalta Metals Oy, Production and Development
Manager Nickel, 1996 2000
Outokumpu Research Oy, Development Manager Hydrometallurgy of
Copper, 1994 1996
Minera Outokumpu Chile S.A. (Chile), Metallurgist of Santa Catalina
project, 1993 1994
Compañia Minera Lince Ltda. (Chile), Metallurgist of the LSXEW
plant at Lince mine 1992 1993
Outokumpu Research Oy, Research Metallurgist 1986 1991
Helsinki University of Technology Research Scientist, 1983 1985
Outokumpu Oy 1982, Research Engineer
77
Tapio Niskanen
Born 1959, M. Sc. (Engineering)
Finnish
Senior Vice President, Business
Infrastructure 2010-
Executive Board member since
2010
VTI Technologies Oy, Senior Vice President, Business Infrastructure &
Quality 2008 2009
Various management positions in NokiaCorporation 1996 2008
-Vice President, Delivery & Manufacturing Solutions
- Vice President, Business Infrastructure
- Vice President, Engineering & Platforms
- Vice President, Business Infrastructure Solutions
- Director, Nokia Applications
- Manager, Processes & Systems
Various management and engineering positions in Valmet Paper
Machinery 1986 1996
-Vice President, Operations Development
- Director, R&D, Engineering and ICT
- Manager, Engineering Process Development in Corporate CAD
project
- Manager, Engineering
- Product, CAD, SW Engineer
Olli Nastamo
Born 1956, M. Sc. (Engineering)
Finnish
Senior Vice President,
Operational Excellence, August
2013-
Executive Board member since
2013
Comptel Corporation, Vice President, Comptel Inventory and business
operations, 20112013
Elektrobit Corporation, Senior Vice President, Business Services, 2009
2011
Elektrobit Corporation, Senior Vice President, Operations Platform,
20072009
Nokia Siemens Networks (NSN) Head of R&D Services, 2007
Nokia Corporation
- Heading of R&D Contracting & Collaboration substream in NSN
Integration, Networks, 2006
-Vice President, WCDMA RAN Business, Radio Networks, 2003
2005
- Vice President, Product Creation Competencies & Processes,
Nokia Networks, 2003
-Vice President, Sites & HR, Nokia Networks 20012002
-Radio Access Networks, several leadership positions 19962001
PI Group, several leadership positions 1982 1996
Minna Aila
Born 1966, LL.M.
Finnish
Senior Vice President,
Communications and Corporate
Responsibility 2012-
Executive Board member since
2012
Federation of Finnish Financial Services, Head of Communications,
2010 2012
Various Director positions at Elcoteq SE 2007 2009, including
Communications, Corporate Responsibility, Investor Relations and
Corporate Relations
Elcoteq SE, Project Director, company form conversion and transfer of
domicile, 2004 2007
European Commission
- Head of Section 1996 2003
- Economic and Commercial Officer 1993 1996
Mikko Puolakka
Born 1969, M. Sc. (Econ.)
Finnish
Chief Financial Officer 2010-
Executive Board member since
2010
Elcoteq SE
-CFO 2007 2010
-Director Finance Europe, 2004 2007
Elcoteq AG, Manager Finance, 2001 2003
Huhtamäki Oyj, Operations Controller, 1999 2001
Leaf Poland Sp. Z.o.o., Manager Finance, 1997 1999
Various treasury positions in Huhtamäki in Switzerland and Finland
1995 1997
78
Kirsi Nuotto
Born 1959, M.A. (French,
Communications)
Finnish
Senior Vice President, Human
Capital 2013-
Executive Board member since
2013
Cargotec Corporation
-Executive Vice President, Human Resources, 2012
-Executive Vice President, Human Resources and Communications,
2009 2011
-Senior Vice President, Human Resources, 2006 2009
GlaxoSmithKline, Human Resources and Communications Director
Finland, 2001 2006
Datex Ohmeda Instrumentarium Corporation
- Director, Global Education, 1998 2001
- Various training positions, 1988 1998
Nina Kiviranta
Born 1964, LL.M.
Finnish
General Counsel 2013
Executive Board member since
2013
Nokia Siemens Networks, Head of Corporate Legal and Chief
Compliance Officer 20062013
Mreal Corporation / MetsäSerla Oyj, 19962006
- General Counsel
- Vice President, Legal
- Legal Counsel
Attorneys at Law Ahola, Pentzin, Rantasila & Sokka Oy, Associate
19941996
Attorneys at Law Smith, Gambrell & Russell Ltd, Finnish Attorney,
19921994
Pia Kåll
Born 1980, M. Sc. (Engineering
Physics and Mathematics)
Finnish
Senior Vice President, Strategy
and M&A 2013
Executive Board member since
2013
McKinsey&Company ,
-Associate Principal, 2011 2013
-Management consultant, McKinsey&Company 2006 2011
Helsinki University of Technology, Research assistant, Laboratory for
Advanced Energy Systems 2002 2005
Corporate governance
The governance principles applicable to the Company are a combination of the laws of Finland, the Articles of
Association approved by the General Meeting of shareholders and Corporate Governance Policy approved by
the Board of Directors. Outotec follows the most recent Finnish Corporate Governance Code for listed
companies issued by the Finnish Securities Market Association in June 2010. The Corporate Governance Code
is based on listed companies' self-regulation and it complements the statutory procedures. The Code is available
on the Securities Market Association homepage at www.cgfinland.fi.
Business address
The business address of the members of the Board of Directors, the CEO and the Executive Board is Puolikkotie
10, 02230 Espoo, Finland.
Absence of conflicts of interest
The members of the Board of Directors, the CEO or the Executive Board do not have any conflicts of interest
between their duties relating to the Company and their private interests and/or their other duties.
Auditors
In the Annual General Meeting on 26 March 2013, Public Accountants PricewaterhouseCoopers Oy was elected
as the Company's auditor until the end of the Annual General Meeting 2014.
The consolidated financial statements of the Company for the financial year ended 31 December 2012
incorporated in this Prospectus by reference have been audited by PricewaterhouseCoopers Oy under the
79
supervision of principal auditor Markku Katajisto, Authorised Public Accountant. The registered address of
PricewaterhouseCoopers Oy is Itämerentori 2, FI-00180 Helsinki.
The consolidated financial statements of the Company for the financial year ended 31 December 2011
incorporated in this Prospectus by reference have been audited by KPMG Oy Ab under the supervision of
principal auditor Mauri Palvi,
Authorised Public Accountant. The registered address of KPMG Oy Ab is
Mannerheimintie 20 B, FI-00100 Helsinki, Finland.
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SHARE CAPITAL AND OWNERSHIP STRUCTURE
The Company has issued a total of 183,121,492 ordinary shares and has a registered share capital of
EUR 17,186,442.52, which is fully paid. The Company has one share class and each share carries one vote at the
General Meetings of shareholders.
As at 31 August 2013 Outotec held directly a total of 1,321,629 Outotec shares (including third party
agreement), which represents 0.72% of Outotec's shares and votes. Outotec possesses the shares owned by
Outotec Management Oy, which has been consolidated into the group's balance sheet. As at 31 August 2013,
Outotec Management Oy held 813,736 or 0.44% of Outotec shares, which have been accounted for as treasury
shares on Outotec's balance sheet.
The ten largest shareholders of Outotec are listed below with their respective ownership participation percentage
as at 31 August 2013 as they appear in the shareholder register maintained by Euroclear Finland Ltd.
Shareholders of Outotec Oyj____________________________________________________________
Solidium Oy 10.03 %
Tamares Nordic Investments Bv 5.47 %
Ilmarinen Mutual Pension Insurance Company 5.32 %
Varma Mutual Pension Insurance Company 2.95 %
The State Pension Fund 2.07 %
The OP-Focus Fund 1.49 %
The Local Government Pensions Institution 1.32 %
Nordea Fennia Fund 0.93 %
Mutual Life Insurance Company Suomi 0.90 %
Erikoissijoitusrahasto Handelsbanken Europa Selektiv 0.84 %
Ten largest sharesholders in aggregate 31.32 %
Nominee registered shares 34.41 %
Other registered shareholders 34.27 %
Total 100.0 %
To the extent known to the Company, the Company is not directly or indirectly owned or controlled by any
person for the purposes of Chapter 2, Section 4 of the Finnish Securities Market Act, and the Company is not
aware of any arrangement the operation of which may result in a change of control of the Company.
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FINNISH TAXATION
The following is a general description addressing only the Finnish withholding tax treatment of income arising
from the Notes. This description is (i) based on the laws, regulations and published case law in full force and
effect in Finland and the interpretation thereof as at the date of this Prospectus, which may be subject to change
in the future, potentially with retroactive effect, and (ii) prepared on the assumption that the Issuer is resident in
Finland for tax purposes. Investors should be aware that the comments below are of a general nature and do not
constitute legal or tax advice and should not be understood as such. The following description is based on an
interpretation of general provisions of tax law. Prospective investors are therefore advised to consult their own
qualified advisors so as to determine, in the light of their individual situation, the tax consequences of the
acquisition, holding, redemption, sale or other disposition of the Notes.
Non-Resident Holders of Notes
Payments made by or on behalf of the Issuer to persons not resident in Finland for tax purposes and who do not
engage in trade or business through a Finnish branch, permanent establishment or other fixed place of business
in Finland may be made without withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the
Republic of Finland or by any municipality or other political subdivision or taxing authority thereof or therein.
Resident Holders of Notes
Corporates
Payments made by or on behalf of the Issuer to corporates resident in Finland for tax purposes may be made
without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of the Republic of Finland or by any
municipality or other political subdivision or taxing authority thereof or therein.
Individuals and Estates
Interest and any similar payments (e.g. interest compensation FI: “jälkimarkkinahyvitys” and index
compensation FI: “indeksihyvitys”) made to individuals or estates residing in Finland are generally subject to
advance withholding of income tax at the rate of 30 %. Payments classified as capital gain for Finnish income
tax purposes are not subject to advance withholding of income tax. The withholding liability should primarily lie
with a possible paying agent or other intermediary (such as a financial institution) effecting the payment to the
holder of Notes, if the paying agent or intermediary is resident in Finland for tax purposes or the payment is
made through a Finnish permanent establishment of a non-resident paying agent or intermediary.
Transfer Taxation
Transfer of the Notes is not subject to Finnish transfer tax.
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INFORMATION INCORPORATED BY REFERENCE
The following documents have been incorporated by reference to this Prospectus. The documents are available
on the Company’s website at http://www.outotec.com/en/Investors/Reports-and-presentations/.
Documents Information Incorporated by Reference
January June 2013 Interim Report
Unaudited condensed and consolidated interim financial
statements as at and for the six months ended 30 June 2013,
including comparative information for the six months ended
30 June 2012 and the unaudited restated consolidated
financial information for the year ended 31 December 2012
Financial Statements 2012, pages 4 73
Audited consolidated and parent company financial
statements for the year 2012
Financial Statements 2012, page 78
Auditor’s Report for the year 2012
Financial Statements 2011, pages 4 - 70
Audited consolidated and parent company financial
statements for the year 2011
Financial Statements 2011, page 75
Auditor’s Report for the year 2011
DOCUMENTS ON DISPLAY AND AVAILABLE INFORMATION
In addition to the documents incorporated by reference, Outotec’s (i) Finnish language Articles of Association
and extract from the Finnish Trade Register, and (ii) Finnish and English language copies of all annual reports,
interim financial statements and, in respect of the Notes, press releases and stock exchange releases published by
Outotec may be inspected at the head office of the Company, Outotec Oyj, Puolikkotie 10, 02230 Espoo,
Finland, on weekdays from 9:00 am to 4:00 pm Finnish time. In order to ensure best possible service, persons
wishing to examine the documents referred to in this section are kindly requested to notify the Company of their
visit in advance by telephone (+358 20 529 211).
LEGAL MATTERS
Certain legal matters in connection with the Offering have been passed upon for Outotec by Roschier, Attorneys
Ltd.
THE COMPANY
Outotec Oyj
Puolikkotie 10
FI-02230 Espoo
Finland
ARRANGERS
Nordea Bank Finland Plc
Aleksis Kiven katu 9
FI-00020 Helsinki
Finland
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch
Unioninkatu 30
FI-00100 Helsinki
Suomi
LEGAL ADVISER TO THE COMPANY
Roschier, Attorneys Ltd.
Keskuskatu 7A
FI-00100 Helsinki
Finland